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What changed in UP Fintech Holding Ltd's 20-F — 2023 vs 2024

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Paragraph-level year-over-year comparison of UP Fintech Holding Ltd's 2023 and 2024 20-F annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+599 added−586 removedSource: 20-F (2025-04-23) vs 20-F (2024-04-22)

Top changes in UP Fintech Holding Ltd's 2024 20-F

599 paragraphs added · 586 removed · 493 edited across 6 sections

Item 2. Properties

Properties — owned and leased real estate

2 edited+0 added−0 removed0 unchanged
Biggest changeItem 2. Offer Statistics and Expected Timetable 8 Item 3. Key Information 8 Item 4. Information on the Company 79 Item 5. Operating and Financial Review and Prospects 108 Item 6. Directors, Senior Management and Employees 123 Item 7. Major Shareholders and Related Party Transactions 132 Item 8. Financial Information 133 Item 9. The Offer and Listing 134 Item 10.
Biggest changeItem 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.
Additional Information 134 Item 11. Quantitative and Qualitative Disclosures About Market Risk 140 Item 12. Description of Securities Other than Equity Securities 142 Part II
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

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

258 edited+63 added−47 removed729 unchanged
Biggest changeMoreover, such U.S. investor would also be subject to special U.S. tax reporting requirements. 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-United States Federal Income Taxation-Passive Foreign Investment Company.”
Biggest changeFor 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.
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.
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 from inspecting and investigating completely registered public accounting firms headquartered in those jurisdictions.
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 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 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 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.
However, we are strictly prohibited from accepting any incremental funds that violate PRC foreign exchange regulations to such existing accounts.
However, we are strictly prohibited from accepting any incremental funds that violate PRC foreign exchange regulations to such existing accounts.
Our management team are principally located in Beijing, 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 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.
As of and for the year ended December 31, 2022: Parent VIEs (1) Subsidiaries eliminating adjustments Consolidated (2) Current assets 156,457,176 58,095,337 3,728,088,018 (204,061,664 ) 3,738,578,867 Non-current assets 447,647,877 12,145,470 46,556,051 (447,567,877 ) 58,781,521 Total assets 604,105,053 70,240,807 3,774,644,069 (651,629,541 ) 3,797,360,388 Current liabilities 2,249,610 29,848,034 3,353,074,361 (204,615,982 ) 3,180,556,023 Non-current liabilities 154,725,906 640,527 9,809,298 — 165,175,731 Total liabilities 156,975,516 30,488,561 3,362,883,659 (204,615,982 ) 3,345,731,754 Total revenues 1,706,054 44,382,701 220,243,411 (40,966,619 ) 225,365,547 Net (loss) income (2,186,441 ) (8,220,848 ) 9,178,824 (1,028,415 ) (2,256,880 ) Net cash provided by (used in) operating activities 613,623 (1,552,547 ) 258,999,523 — 258,060,599 Net cash (used in) provided by investing activities (14,271,671 ) (416,486 ) (2,022,732 ) 13,098,888 (3,612,001 ) Net cash provided by (used in) financing activities 366,540 3,760,937 13,701,872 (13,098,888 ) 4,730,461 (1) The disclosed amounts of the VIEs were before elimination adjustments of intercompany transactions within the Group.
For the year ended December 31, 2022: Parent VIEs (1) Subsidiaries eliminating adjustments Consolidated (2) Current assets 156,457,176 58,095,337 3,728,088,018 (204,061,664 ) 3,738,578,867 Non-current assets 447,647,877 12,145,470 46,556,051 (447,567,877 ) 58,781,521 Total assets 604,105,053 70,240,807 3,774,644,069 (651,629,541 ) 3,797,360,388 Current liabilities 2,249,610 29,848,034 3,353,074,361 (204,615,982 ) 3,180,556,023 Non-current liabilities 154,725,906 640,527 9,809,298 — 165,175,731 Total liabilities 156,975,516 30,488,561 3,362,883,659 (204,615,982 ) 3,345,731,754 Total revenues 1,706,054 44,382,701 220,243,411 (40,966,619 ) 225,365,547 Net (loss) income (2,186,441 ) (8,220,848 ) 9,178,824 (1,028,415 ) (2,256,880 ) Net cash provided by (used in) operating activities 613,623 (1,552,547 ) 258,999,523 — 258,060,599 Net cash (used in) provided by investing activities (14,271,671 ) (416,486 ) (2,022,732 ) 13,098,888 (3,612,001 ) Net cash provided by (used in) financing activities 366,540 3,760,937 13,701,872 (13,098,888 ) 4,730,461 (1) The disclosed amounts of the VIEs were before elimination adjustments of intercompany transactions within the Group.
However, as of the date of this annual report, the period for public comment on the draft of the Cyber Security Law has ended while no official rules have been issued, and the Cybersecurity Review Measures, the Draft Regulations and the Decision on the Cyber Security Law remain unclear on whether the relevant requirements will be applicable to companies that have been listed in the United States.
However, as of the date of this annual report, the period for public comment on the draft of the Cyber Security Law has ended while no official rules have been issued, and the Cybersecurity Review Measures and the Decision on the Cyber Security Law remain unclear on whether the relevant requirements will be applicable to companies that have been listed in the United States.
While we will make best efforts to continue to fulfill the requirements under any applicable future PRC laws and regulations, there may be substantial uncertainties regarding the interpretation and application of current or any future PRC laws and regulations applicable to our business and the PRC government or other governmental authorities may ultimately take a view that is inconsistent with our opinion.
While we will make best efforts to continue to fulfill the requirements under any applicable future PRC laws and regulations, there may be uncertainties regarding the interpretation and application of current or any future PRC laws and regulations applicable to our business and the PRC government or other governmental authorities may ultimately take a view that is inconsistent with our opinion.
As a result, there are substantial uncertainties as to the legal protections available to us. Furthermore, due to the limited volume of published cases and the non-binding nature of prior court decisions, the outcome of the dispute resolution may not be as consistent or predictable as in other more developed jurisdictions, which may limit the legal protection available to us.
As a result, there are uncertainties as to the legal protections available to us. Furthermore, due to the limited volume of published cases and the non-binding nature of prior court decisions, the outcome of the dispute resolution may not be as consistent or predictable as in other more developed jurisdictions, which may limit the legal protection available to us.
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; 11 Table of Contents • 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, 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.
Our PRC legal counsel has advised us that there are substantial uncertainties regarding the interpretation and application of current and future PRC laws, regulations and rules, including those governing VIE arrangements. Additionally, the VIEs contractual arrangements have not been tested in a Chinese court of law.
Our PRC legal counsel has advised us that there are uncertainties regarding the interpretation and application of current and future PRC laws, regulations and rules, including those governing VIE arrangements. Additionally, the VIEs contractual arrangements have not been tested in a Chinese court of law.
If future legislations prescribed by the State Council mandate further actions to be taken by companies with respect to existing contractual arrangement, we may face substantial uncertainties as to whether we can complete such actions in a timely manner, or at all.
If future legislations prescribed by the State Council mandate further actions to be taken by companies with respect to existing contractual arrangement, we may face uncertainties as to whether we can complete such actions in a timely manner, or at all.
In July 2019, Tiger Fintech Holdings, Inc. completed its acquisition of 100% of the equity of TradeUP Securities, a U.S. online broker service platform that focuses on empowering self-directed investors with necessary tools to manage their portfolios.
In July 2019, Tiger Fintech Holdings completed its acquisition of 100% of the equity of TradeUP Securities, a U.S. online broker service platform that focuses on empowering self-directed investors with necessary tools to manage their portfolios.
Our ability to expand our customer base, including expansion into new markets including the United States, Australia, Hong Kong and Singapore, as well as maintain and enhance customer engagement, depends on, among other things, our ability to continuously provide comprehensive and user-friendly online trading experience.
Our ability to expand our customer base, including expansion into markets including the United States, Australia, Hong Kong and Singapore, as well as maintain and enhance customer engagement, depends on, among other things, our ability to continuously provide comprehensive and user-friendly online trading experience.
If we cannot resolve any conflict of interest or dispute between us and these shareholders, we would have to rely on legal proceedings, which could result in disruption of our business and subject us to substantial uncertainties as to the outcome of any such legal proceedings.
If we cannot resolve any conflict of interest or dispute between us and these shareholders, we would have to rely on legal proceedings, which could result in disruption of our business and subject us to uncertainties as to the outcome of any such legal proceedings.
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.
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 the event that our relationship with Interactive Brokers deteriorates, or if Interactive Brokers were to suspend, limit, or cease its operations, we may need to enter into alternative arrangements with different clearing agents or increase our self-clearing of trades.
In the event that our relationship with Interactive Brokers deteriorates, or if Interactive Brokers were to suspend, limit, or cease its operations, we may need to enter into alternative arrangements with different clearing agents or further increase our self-clearing of trades.
There are substantial uncertainties regarding the interpretation and application of current and future PRC laws, regulations and rules regarding the status of the rights of our Cayman Islands holding company with respect to its contractual arrangements with the VIEs and their shareholders.
There are uncertainties regarding the interpretation and application of current and future PRC laws, regulations and rules regarding the status of the rights of our Cayman Islands holding company with respect to its contractual arrangements with the VIEs and their shareholders.
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.
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.
In addition, there are substantial uncertainties regarding the interpretation and application of current and future PRC laws, regulations and rules and the PRC regulatory authorities may take a view that is contrary to the opinion of us.
In addition, there are uncertainties regarding the interpretation and application of current and future PRC laws, regulations and rules and the PRC regulatory authorities may take a view that is contrary to the opinion of us.
We rely on a limited number of third parties who provide us with wealth management products, and our relationships with these product providers are integral to the smooth operation of our wealth management business.
We rely on a number of third parties who provide us with wealth management products, and our relationships with these product providers are integral to the smooth operation of our wealth management business.
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 48 Table of Contents 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.” We could be subject to disciplinary or other actions in the future due to claimed or deemed non-compliant, which could have a material adverse effect on our business, financial condition and results of operations as further described under “-Non-compliance with applicable laws in certain jurisdictions could harm our business, reputation, financial condition and results of operations.” Accusations or claims against us may adversely affect our business operations and reputation.
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.” We could be subject to disciplinary or other actions in the future due to claimed or deemed non-compliant, which could have a material adverse effect on our business, financial condition and results of operations as further described under “-Non-compliance with applicable laws in certain jurisdictions could harm our business, reputation, financial condition and results of operations.” Accusations or claims against us may adversely affect our business operations and reputation.
Pursuant to the Exclusive Business Cooperation Agreement dated June 7, 2018 between Beijing Bohu and Beijing Rongke, Beijing Bohu has the exclusive right to provide Beijing Rongke with the consulting and technical services required by Beijing Rongke’s business.
Exclusive Business Cooperation Agreements. Pursuant to the Exclusive Business Cooperation Agreement dated June 7, 2018 between Beijing Bohu and Beijing Rongke, Beijing Bohu has the exclusive right to provide Beijing Rongke with the consulting and technical services required by Beijing Rongke’s business.
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 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 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.
Key Information – Certain Risks Related to Our Chinese Operations and Operating Structure.” A diagram of our corporate structure, as of the date of this annual report, reflecting our significant subsidiaries, the consolidated VIEs, and subsidiaries of the VIEs, is set forth below. 8 Table of Contents On December 2, 2021, the Securities and Exchange Commission, or SEC, adopted final rules, including amendments to Form 20-F, to implement the Holding Foreign Companies Accountable Act , or the HFCAA, which was signed into law on December 18, 2020 and further amended by the Consolidated Appropriations Act, 2023 signed into law on December 29, 2022.
Key Information – Certain Risks Related to Our Chinese Operations and Operating Structure.” A diagram of our corporate structure, as of the date of this annual report, reflecting our significant subsidiaries, the consolidated VIEs, and subsidiaries of the VIEs, is set forth below: 11 Table of Contents 12 Table of Contents On December 2, 2021, the Securities and Exchange Commission, or SEC, adopted final rules, including amendments to Form 20-F, to implement the Holding Foreign Companies Accountable Act , or the HFCAA, which was signed into law on December 18, 2020 and further amended by the Consolidated Appropriations Act, 2023 signed into law on December 29, 2022.
On March 22, 2024, the CAC has formally issued the Regulations on Promoting and Regulating the Cross-border Data Flow , which clarifies the obligations of data processors with cross-border transfer of personal information, such as notification, obtaining individual consent, and conducting personal information protection impact assessments in accordance with laws and administrative regulations, and also sets out several exemptions, including cross-border data transfer (i) for concluding or performing a contract to which an individual is a party, (ii) for the cross-border HR management purpose according to the applicable internal labor rules and a collective contract entered into with the employees , (iii) to safeguard an individual’s life, health or property in the event of an emergency, and (iv) if the handler is not classified as a critical information infrastructure operator, involving less than 100,000 people’s non-sensitive personal information from January 1 of the current year.
On March 22, 2024, the CAC issued the Regulations on Promoting and Regulating the Cross-border Data Flow , which stipulates the obligations of data processors with cross-border transfer of personal information, such as notification, obtaining individual consent, and conducting personal information protection impact assessments in accordance with laws and administrative regulations, and also sets out several exemptions, including cross-border data transfer (i) for concluding or performing a contract to which an individual is a party, (ii) for the cross-border HR management purpose according to the applicable internal labor rules and a collective contract entered into with the employees , (iii) to safeguard an individual’s life, health or property in the event of an emergency, and (iv) if the handler is not classified as a critical information infrastructure operator, involving less than 100,000 people’s non-sensitive personal information from January 1 of the current year.
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; • 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; • 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.
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.
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.
If the settlement reached between the SEC and the Big Four PRC-based accounting firms (including the Chinese affiliates of our independent registered public accounting firms), concerning the manner in which the SEC may seek access to audit working papers from audits in China of U.S.-listed companies, is not or cannot be performed 70 Table of Contents in a manner acceptable to authorities in China and the United States, we could be unable to timely file future financial statements in compliance with the requirements of the Exchange Act.
If the settlement reached between the SEC and the Big Four PRC-based accounting firms (including the Chinese affiliates of our independent registered public accounting firms), concerning the manner in which the SEC may seek access to audit working papers from audits in China of U.S.-listed companies, is not or cannot be performed in a manner acceptable to authorities in China and the United States, we could be unable to timely file future financial statements in compliance with the requirements of the Exchange Act.
We have received several complaints from our customers regarding the leakage of their personal information. Although we have conducted investigation on such leakage, we cannot guarantee that there will not be other similar incidents and complaints. Further, our security management programs are reviewed annually, and therefore, we cannot ensure that such programs will be updated promptly.
Historically, we received complaints from our customers regarding the leakage of their personal information. Although we have conducted investigation on such leakage, we cannot guarantee that there will not be other similar incidents and complaints. Further, our security management programs are reviewed annually, and therefore, we cannot ensure that such programs will be updated promptly.
Controls and Procedures—Management’s Annual Report on Internal Control over Financial Reporting.” However, if we fail to maintain the adequacy of our internal control over financial reporting, as these standards are modified, supplemented or amended from time to time, we may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404 and our independent registered public accounting firm may not be able to conclude that we have effective internal control over financial reporting at a reasonable assurance level.
Controls and Procedures—Management’s Annual Report on Internal Control over Financial Reporting.” However, if we fail to maintain the adequacy of our internal control over financial reporting, as these standards are modified, supplemented or amended from time to time, we may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404 and our 49 Table of Contents independent registered public accounting firm may not be able to conclude that we have effective internal control over financial reporting at a reasonable assurance level.
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.
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.
Certain Summary Financial Information Regarding the Company, Its Subsidiaries, and Consolidated VIEs Cash Flows Among the Company, Its Subsidiaries, and Consolidated VIEs The Group’s main revenues were mostly generated from our wholly owned subsidiaries in New Zealand, Singapore and the United States for the years ended December 31, 2021, 2022 and 2023.
Certain Summary Financial Information Regarding the Company, Its Subsidiaries, and Consolidated VIEs Cash Flows Among the Company, Its Subsidiaries, and Consolidated VIEs The Group’s main revenues were mostly generated from our wholly owned subsidiaries in New Zealand, Singapore and the United States for the years ended December 31, 2022, 2023 and 2024.
In addition, despite our warning notices posted on the website to all investors that the answers provided by TigerGPT are for reference purposes only and do not constitute financial advice, there remains a risk that investors may rely on AI recommendations for investment decisions.
In addition, despite our warning notices posted on the website to all investors that the answers provided by TigerAI are for reference purposes only and do not constitute financial advice, there remains a risk that investors may rely on AI recommendations for investment decisions.
We also earn interest income or financing service fees arising from or related to margin financing provided by ourselves or third parties to our customers for trading activities. Our ability to earn commission fees, interest income or financing service fees largely depends on the number of customers on our trading platform and their trading volume.
We also earn interest income or financing service fees arising from or related to margin financing provided by ourselves or third parties to our customers for trading activities. Our ability to earn commission fees, interest income or financing service fees largely depends on the number of customers on our trading platform, their trading volume and our commission fee rate.
Although we have submitted trademark applications for the names, logos and characters of our platform and products such as “Tiger Brokers”, in jurisdictions for existing and potential business, there is no guarantee that our applications will be approved by the relevant authorities.
Although we have submitted trademark applications for the names, logos and characters of our platform and products such as “Tiger Trade”, in jurisdictions for existing and potential business, there is no guarantee that our applications will be approved by the relevant authorities.
We could face material and adverse tax consequences if the PRC tax 14 Table of Contents authorities determine that the VIE contractual arrangements were not entered into on an arm’s length basis in such a way as to result in an impermissible reduction in taxes under applicable PRC laws, rules and regulations, and adjust the income of the VIEs in the form of a transfer pricing adjustment.
We could face material and adverse tax consequences if the PRC tax authorities determine that the VIE contractual arrangements were not entered into on an arm’s length basis in such a way as to result in an impermissible reduction in taxes under applicable PRC laws, rules and regulations, and adjust the income of the VIEs in the form of a transfer pricing adjustment.
Consistent with the HFCAA, these amendments require the submission of documentation to the SEC establishing that a “Commission-Identified Issuer” is not owned or controlled by a governmental entity in that foreign jurisdiction and also require disclosure in a foreign issuer’s annual report regarding the audit arrangements of, and governmental influence on, such registrant, 19 Table of Contents including any consolidated VIEs or other similar structures.
Consistent with the HFCAA, these amendments require the submission of documentation to the SEC establishing that a “Commission-Identified Issuer” is not owned or controlled by a governmental entity in that foreign jurisdiction and also require disclosure in a foreign issuer’s annual report regarding the audit arrangements of, and governmental influence on, such registrant, including any consolidated VIEs or other similar structures.
Beijing Rongke made a written submission to the SAFE, which clarified that, among others, (i) at that time, Beijing Rongke was a related party to Tiger Holdings Group 37 Table of Contents Limited (already de-registered), both of which did not participate in the process of the foreign currency purchase by our customers, and (ii) Beijing Rongke was a technology company and Tiger Holdings Group Limited was a registered financial service provider in New Zealand.
Beijing Rongke made a written submission to the SAFE, which clarified that, among others, (i) at that time, Beijing Rongke was a related party to Tiger Holdings Group Limited (already de-registered), both of which did not participate in the process of the foreign currency purchase by our customers, and (ii) Beijing Rongke was a technology company and Tiger Holdings Group Limited was a registered financial service provider in New Zealand.
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, 2021, 2022, and 2023, 57.4%, 24.3%, and 16.6% 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, 2022, 2023, and 2024, 24.3%, 16.6%, and 10.6% of our total net revenues were executed and cleared by Interactive Brokers.
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.
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.
If we or any of our subsidiaries registered outside the PRC are to be deemed a “resident enterprise” under the EIT Law, our income tax expenses may increase significantly, and our profitability could decrease materially. 69 Table of Contents We face uncertainty with respect to in direct transfers of equity interests in PRC resident enterprises by their non-PRC holding companies.
If we or any of our subsidiaries registered outside the PRC are to be deemed a “resident enterprise” under the EIT Law, our income tax expenses may increase significantly, and our profitability could decrease materially. We face uncertainty with respect to in direct transfers of equity interests in PRC resident enterprises by their non-PRC holding companies.
As a result, investors may not avail themselves of the same information or protection that would be available to investors in a U.S. domestic issuer. 74 Table of Contents Because we are a foreign private issuer organized under the laws of a non-U.S. country, it may be more difficult for investors and regulators to bring actions against us and our officers and directors.
As a result, investors may not avail themselves of the same information or protection that would be available to investors in a U.S. domestic issuer. Because we are a foreign private issuer organized under the laws of a non-U.S. country, it may be more difficult for investors and regulators to bring actions against us and our officers and directors.
If we were unable to maintain or increase our customer retention rates or generate new customers in a cost-effective manner, our business, financial condition and results of operations would likely be adversely affected.
If we are unable to maintain or increase our customer retention rates or generate new customers in a cost-effective manner, our business, financial condition and results of operations would likely be adversely affected.
The CAC has also issued the First Edition and the Second Edition of Guidelines for Application for Security Assessment of Outbound Data Transfer successively on August 31, 2022 and March 22, 2024, respectively, illustrating the specific requirements for 33 Table of Contents declaration of the cross-border data security assessment, such as methods, processes and materials, and optimizes and simplifies the relevant materials that data processors need to submit.
The CAC has also issued the First Edition and the Second Edition of Guidelines for Application for Security Assessment of Outbound Data Transfer successively on August 31, 2022 and March 22, 2024, respectively, illustrating the specific requirements for declaration of the cross-border data security assessment, such as methods, processes and materials, and optimizes and simplifies the relevant materials that data processors need to submit.
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.
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.
Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from the stock exchange on which we list, regulatory investigations and civil or criminal sanctions. We may also be required to restate our financial statements for prior 47 Table of Contents periods.
Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from the stock exchange on which we list, regulatory investigations and civil or criminal sanctions. We may also be required to restate our financial statements for prior periods.
We do not own such entities due to the restriction of foreign investment in businesses providing value-added 17 Table of Contents telecommunication services in China, including Internet information provision services. This may significantly disrupt our business, subject us to sanctions, compromise enforceability of related contractual arrangements, or have other harmful effects on us.
We do not own such entities due to the restriction of foreign investment in businesses providing value-added telecommunication services in China, including Internet information provision services. This may significantly disrupt our business, subject us to sanctions, compromise enforceability of related contractual arrangements, or have other harmful effects on us.
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.
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.
See Item 7.A “Major Shareholders.” As a result of the dual-class share structure 73 Table of Contents and the concentration of ownership, holders of Class B ordinary shares will have considerable influence over matters such as decisions regarding mergers, consolidations and the sale of all or substantially all of our assets, election of directors and other significant corporate actions.
See Item 7.A “Major Shareholders.” As a result of the dual-class share structure and the concentration of ownership, holders of Class B ordinary shares will have considerable influence over matters such as decisions regarding mergers, consolidations and the sale of all or substantially all of our assets, election of directors and other significant corporate actions.
Condensed Consolidated Financial Information relating to the VIEs 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.
(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.
To date, except as disclosed under the risk factor headed “We may be adversely affected by the complexity, uncertainties and changes in the PRC regulations of Internet-related businesses and companies, and any lack of requisite licenses, permits or approvals applicable to our business may have a material adverse effect on our business and results of operations” and subject to the official interpretation and implementation of and potential further action pursuant to CSRC 1230 Notice, to our knowledge our PRC subsidiaries and the VIEs have received all permissions or approvals that we believe are required and necessary to conduct our current business operations within the PRC in 26 Table of Contents all material aspects.
To date, except as disclosed under the risk factor headed “We may be adversely affected by the complexity, uncertainties and changes in the PRC regulations of Internet-related businesses and companies, and any lack of requisite licenses, permits or approvals applicable to our business may have a material adverse effect on our business and results of operations” and subject to the official interpretation and implementation of and potential further action pursuant to CSRC 1230 Notice (as defined below), to our knowledge our PRC subsidiaries and the VIEs have received all permissions or approvals that we believe are required and necessary to conduct our current business operations within the PRC in all material aspects.
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 30 Table of Contents 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 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 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 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.
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.
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.
As we increase the number of consolidated accounts, we also expect cash segregated for regulatory purposes and payables to customers on our balance sheet to increase significantly. 55 Table of Contents A failure in our information technology, or IT, systems could cause interruptions in our services, undermine the responsiveness of our services, disrupt our business, damage our reputation and cause losses.
As we increase the number of consolidated accounts, we also expect cash segregated for regulatory purposes and payables to customers on our balance sheet to increase significantly. A failure in our information technology, or IT, systems could cause interruptions in our services, undermine the responsiveness of our services, disrupt our business, damage our reputation and cause losses.
It provides, among others, that an overseas securities company that serves as a sponsor or lead underwriter for overseas securities offering and listing by domestic companies shall file 34 Table of Contents with the CSRC within ten (10) working days after signing its first engagement agreement for such business, and submit to the CSRC, no later than January 31 each year, an annual report on its business activities in the previous year associated with overseas securities offering and listing by domestic companies.
It provides, among others, that an overseas securities company that serves as a sponsor or lead underwriter for overseas securities offering and listing by domestic companies shall file with the CSRC within ten (10) working days after signing its first engagement agreement for such business, and submit to the CSRC, no later than January 31 each year, an annual report on its business activities in the previous year associated with overseas securities offering and listing by domestic companies.
Although our customer agreements require customers to acknowledge that they will observe all insider trading, money laundering and securities fraud laws and regulations in applicable jurisdictions and to assume liabilities for all restrictions, penalties and other responsibilities arising from conducts suspected to constitute insider trading, money 58 Table of Contents laundering and/or, securities fraud, we cannot verify whether every transaction conducted by our customers is in compliance with such laws and regulations because our customers may circumvent our due diligence measures to commit insider trading and/or money laundering.
Although our customer agreements require customers to acknowledge that they will observe all insider trading, money laundering and securities fraud laws and regulations in applicable jurisdictions and to assume liabilities for all restrictions, penalties and other responsibilities arising from conducts suspected to constitute insider trading, money laundering and/or, securities fraud, we cannot verify whether every transaction conducted by our customers is in compliance with such laws and regulations because our customers may circumvent our due diligence measures to commit insider trading and/or money laundering.
Further, if any person, including any of our employees, negligently disregards or intentionally 15 Table of Contents breaches our established controls with respect to customer data, or otherwise mismanages or misappropriates that data, we could be subject to significant monetary damages, regulatory enforcement actions, fines or even criminal prosecution in one or more jurisdictions.
Further, if any person, including any of our employees, negligently disregards or intentionally breaches our established controls with respect to customer data, or otherwise mismanages or misappropriates that data, we could be subject to significant monetary damages, regulatory enforcement actions, fines or even criminal prosecution in one or more jurisdictions.
Failure of our existing and future shareholders who are PRC residents to register or amend their foreign exchange registrations in a timely manner pursuant to the SAFE Circular 37 and subsequent implementation rules may subject such beneficial owners or our wholly-owned PRC subsidiary to fines and legal sanctions.
Failure of our existing and future shareholders who are PRC residents to register or amend their foreign exchange registrations in a timely 26 Table of Contents manner pursuant to the SAFE Circular 37 and subsequent implementation rules may subject such beneficial owners or our wholly-owned PRC subsidiary to fines and legal sanctions.
We intend to continue strengthening the innovation, security, efficiency and effectiveness of our brokerage services, including our user-friendly interface, comprehensive functionalities and customer service capabilities and to expand our service offerings to small and medium-sized institutional customers and increase the proportion of revenues generated from them. We have developed customized application programming interface, or API, for our institutional customers.
We intend to continue strengthening the innovation, security, efficiency and effectiveness of our brokerage services, including our user-friendly interface, comprehensive functionalities and customer service capabilities and to expand our service offerings to institutional customers and increase the proportion of revenues generated from them. We have developed customized application programming interface, or API, for our institutional customers.
In addition, as we strive to offer our clients competitively priced services and the online brokerage market is intensely competitive, we may attempt to further reduce our interest expenses from our funding partners.
In addition, as we strive to offer our clients competitively priced services and the online brokerage market is intensely competitive, we may attempt to further reduce our interest expense from our funding partners.
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.
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.
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.
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.
Additionally, if we are not able to secure additional funding in the future from our existing counterparties or others on favorable terms or at all, our financial condition, growth prospects, and results of operations may be adversely affected. 60 Table of Contents Our brokerage operations have exposure to liquidity risk. Our brokerage operations have exposure to liquidity risk.
Additionally, if we are not able to secure additional funding in the future from our existing counterparties or others on favorable terms or at all, our financial condition, growth prospects, and results of operations may be adversely affected. Our brokerage operations have exposure to liquidity risk. Our brokerage operations have exposure to liquidity risk.
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.
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.
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.
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.
Also see Item 3.D “Risk Factors - Risks Related to Our Business and Industry-We may be 61 Table of Contents subject to intellectual property claims from others and applicable administrative penalties.” Such litigation can require the expenditure of significant resources, regardless of whether the claims have merit.
Also see Item 3.D “Risk Factors-Risks Related to Our Business and Industry-We may be subject to intellectual property claims from others and applicable administrative penalties.” Such litigation can require the expenditure of significant resources, regardless of whether the claims have merit.
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.
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.
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.
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.
On December 16, 2021, the PCAOB issued a report on its 9 Table of Contents 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.
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 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. 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.
Furthermore, on February 15, 2023, the CSRC published its official reply in response to the public attention on the CSRC 1230 Notice, 27 Table of Contents emphasizing its core requirements of “prohibiting incremental illegal business effectively and solving existing issues properly” in relation to its supervision and regulation of our business operations in Chinese mainland.
Furthermore, on February 15, 2023, the CSRC published its official reply in response to the public attention on the CSRC 1230 Notice, emphasizing its core requirements of “prohibiting incremental illegal business effectively and solving existing issues properly” in relation to its supervision and regulation of our business operations in Chinese mainland.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

111 edited+35 added−21 removed239 unchanged
Biggest changeFinancial service providers are not licensed in New Zealand, and registration on the New Zealand register of financial service providers does not mean that a provider is subject to active regulation or oversight by a New Zealand regulator. Financial service providers are required to be members of an approved dispute resolution scheme if they provide financial services to retail customers.
Biggest changeTheir registration on the New Zealand register of financial service providers or membership of the Financial Services Complaints Limited Dispute Resolution Scheme does not mean that they are subject to active regulation or oversight by a New Zealand regulator. 100 Table of Contents Rules Relating to Anti-Money Laundering and Countering Financing of Terrorism Tiger Brokers (NZ) Limited is regulated by the FMA for AML/CFT purposes and recorded on the FMA website as an AML/CFT reporting entity.
In October 2018, JV Uptech Holding Limited acquired 100% of the equity interests in Kastle Limited, which, on January 2019, was granted a license to carry on trust and company service business in Hong Kong, and in September 30, 2022, was registered as a Trust Company under section 78(1) of the Trustee Ordinance (Cap. 29).
In October 2018, JV Uptech Holding Limited acquired 100% of the equity interests in Kastle Limited, which, in January 2019, was granted a license to carry on trust and company service business in Hong Kong, and in September 30, 2022, was registered as a Trust Company under section 78(1) of the Trustee Ordinance (Cap. 29).
Now, we self-clear a majority self-clearing for U.S. and Hong Kong cash equities trades, which brings down our total clearing expense, and we will continue to invest in the development of our self-clearing capabilities in the US and other markets in the future.
Now, we self-clear a majority for U.S. and Hong Kong cash equities trades, which brings down our total clearing expense, and we will continue to invest in the development of our self-clearing capabilities in the US and other markets in the future.
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.
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; 103 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; 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.
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: 102 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: 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.
Over the past eight years, we have developed an integrated trading platform to create an efficient conduit for the global flow of capital across securities on electronic exchanges around the world, while at the same time maintaining one of the lowest fee schemes in the industry.
Over the past years, we have developed an integrated trading platform to create an efficient conduit for the global flow of capital across securities on electronic exchanges around the world, while at the same time maintaining one of the lowest fee schemes in the industry.
The substance and full impact of the laws and regulations to which we are subject may be affected by changes in the U.S. political landscape, and we expect to continue to incur costs to implement new or phase-in requirements and monitor for continued compliance. 100 Table of Contents Financial Services Regulation Our regulators are increasingly focused on ensuring that our customer privacy, data protection, information security and cyber security-related policies and practices are adequate to inform consumers of our data collection, use, sharing or security practices, to provide them with choices, if required, about how we use and share their information, and to safeguard their personal information.
The substance and full impact of the laws and regulations to which we are subject may be affected by changes in the U.S. political landscape, and we expect to continue to incur costs to implement new or phase-in requirements and monitor for continued compliance. 102 Table of Contents Financial Services Regulation Our regulators are increasingly focused on ensuring that our customer privacy, data protection, information security and cyber security-related policies and practices are adequate to inform consumers of our data collection, use, sharing or security practices, to provide them with choices, if required, about how we use and share their information, and to safeguard their personal information.
We will solidify our position as the platform of choice for online investing to customers of all types throughout economic cycles. 83 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 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 have grown these services rapidly since introduction, a reflection, we believe, of both our ability to cross-sell as well as our clients’ receptivity to increasingly sophisticated investing tools delivered seamlessly. 87 Table of Contents We currently offer margin financing to clients who trade securities listed on the Hong Kong Stock Exchange, Singapore Exchange and the major stock exchanges in the U.S. as well as qualified securities under the Hong Kong, Shanghai and Shenzhen Stock Connect.
We have grown these services rapidly since introduction, a reflection, we believe, of both our ability to cross-sell as well as our clients’ receptivity to increasingly sophisticated investing tools delivered seamlessly. 89 Table of Contents We currently offer margin financing to clients who trade securities listed on the Hong Kong Stock Exchange, Singapore Exchange and the major stock exchanges in the U.S. as well as qualified securities under the Hong Kong, Shanghai and Shenzhen Stock Connect.
We from time to time award discounted or even zero commission fees to new or existing customers as part of our marketing scheme, thus attracting more customers and boosting customer stickiness. 86 Table of Contents Pursuant to the agreement with our clearing agent, Interactive Brokers, we receive a portion of commission fees paid by our customers every time Interactive Brokers executes and clears a trade order.
We from time to time award discounted or even zero commission fees to new or existing customers as part of our marketing scheme, thus attracting more customers and boosting customer stickiness. 88 Table of Contents Pursuant to the agreement with our clearing agent, Interactive Brokers, we receive a portion of commission fees paid by our customers every time Interactive Brokers executes and clears a trade order.
If the Tribunal finds there has been a breach, it may award a range of remedies including damages and restraining orders. The Privacy Act introduces a mandatory privacy breach notification regime for “notifiable privacy breaches”. Notifiable privacy breaches are those that a business or organization believes has caused (or is likely to cause) serious harm.
If the Tribunal finds there has been a breach, it may award a range of remedies including damages and restraining orders. The Privacy Act introduces a mandatory privacy breach notification regime for “notifiable privacy breaches”. Notifiable privacy breaches are those that a business or organization believes have caused (or are likely to cause) serious harm.
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 101 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 103 Table of Contents through the Attorneys General, state securities regulators and other state level agencies also apply to certain activities of Wealthn LLC.
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, 2023. 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 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.
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, 2021, 2022 and 2023, 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, 2022, 2023 and 2024, see Item 5.B “Liquidity and Capital Resources-Capital Expenditures,” which disclosure is incorporated by reference in this item.
For additional information, please see Item 3.D “Risk Factors-Risks Related to Our Business and Industry-We may fail to update our risk management policies and procedures as needed and such policies and procedures may otherwise be ineffective, which may expose us to unidentified or unexpected risks.” 92 Table of Contents Customer-Related Risks We interact with customers on a daily basis, exposing us to risks of customers conducting money laundering activities, fraud and other financial crimes.
For additional information, please see Item 3.D “Risk Factors-Risks Related to Our Business and Industry-We may fail to update our risk management policies and procedures as needed and such policies and procedures may otherwise be ineffective, which may expose us to unidentified or unexpected risks.” Customer-Related Risks We interact with customers on a daily basis, exposing us to risks of customers conducting money laundering activities, fraud and other financial crimes.
Since venturing into investment banking, the Company has participated in underwriting the offerings of over 150 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 190 companies for listings in Hong Kong and the US, which gains industry recognition. We keep optimizing our topline mix to overcome market volatility.
Institutional and Corporate Services In 2023, 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 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.
Our agile and scalable infrastructure enables us to enter new markets such as Singapore, Australia and other jurisdictions in a more efficient way. In addition, we distinguish ourselves in the market by moving up to the high-entry-barrier sector of self-clearing in the U.S. with acquisition of TradeUP Securities in 2019.
Our agile and scalable infrastructure enables us to enter new markets such as Hong Kong, Australia and other jurisdictions in a more efficient way. In addition, we distinguish ourselves in the market by moving up to the high-entry-barrier sector of self-clearing in the U.S. with acquisition of TradeUP Securities in 2019.
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 .
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 .
These contractual arrangements enable us to exercise effective control over the VIEs and their respective subsidiaries, receive substantially all of the economic benefits of such entities, and have an exclusive option to purchase all or part of the equity interests in and assets of them to the extent permitted by the applicable laws and 79 Table of Contents regulations.
These contractual arrangements enable us to exercise effective control over the VIEs and their respective subsidiaries, receive substantially all of the economic benefits of such entities, and have an exclusive option to purchase all or part of the equity interests in and assets of them to the extent permitted by the applicable laws and regulations.
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, Malaysia, the State of New York, United States, London, Hong Kong and other cities in China.
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.
Ningxia Rongke acquired a New Zealand registered financial service provider, Tiger Holdings Group Limited, formerly known as Transaction Holdings (N.I.) Limited, in August 2015. In August 2016, Ningxia Rongke acquired Tiger Brokers (NZ) Limited, also a registered financial service provider in New Zealand.
In August 2015, Beijing Rongke acquired a New Zealand registered financial service provider, Tiger Holdings Group Limited, formerly known as Transaction Holdings (N.I.) Limited. In August 2016, Beijing Rongke acquired Tiger Brokers (NZ) Limited, also a registered financial service provider in New Zealand.
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.
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.
According to the Provisional 107 Table of Contents Regulation, the generally applicable VAT rates are simplified as 17%, 11%, 6% and 0%, and the VAT rate applicable to the small-scale taxpayers is 3%. On April 4, 2018, the Ministry of Finance and the SAT issued the Circular on Adjustment of Value-added Tax Rates.
According to the Provisional Regulation, the generally applicable VAT rates are simplified as 17%, 11%, 6% and 0%, and the VAT rate applicable to the small-scale taxpayers is 3%. On April 4, 2018, the Ministry of Finance and the SAT issued the Circular on Adjustment of Value-added Tax Rates.
Since venturing into investment banking, the Company has participated in underwriting over 150 companies for listings in Hong Kong and the US, leading the industry in both quantity and recognition.
Since venturing into investment banking, the Company has participated in underwriting over 190 companies for listings in Hong Kong and the US, leading the industry in both quantity and recognition.
The potential risks relating to trading include routing errors, booking errors, product administration errors and exposure limit breaches. 94 Table of Contents We have implemented a comprehensive policy in compliance with the regulatory and legal requirements to assess and monitor the suitability of trading activities on our platform.
The potential risks relating to trading include routing errors, booking errors, product administration errors and exposure limit breaches. We have implemented a comprehensive policy in compliance with the regulatory and legal requirements to assess and monitor the suitability of trading activities on our platform.
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 88 Table of Contents 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, 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.
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.
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.
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, 2023, we have 495 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 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.
Item 4. Informati on on the Company A. History and Development of the Company UP Fintech Holding Limited, known commercially in the Asia-Pacific region as “Tiger Brokers,” is a Cayman Islands exempted company incorporated in January 2018 and operating under the Companies Law of the Cayman Islands.
Item 4. Informati on on the Company A. History and Development of the Company UP Fintech Holding Limited, known commercially in the Asia-Pacific region as “Tiger Brokers”, is a Cayman Islands exempted company incorporated in January 2018 and operating under the Companies Law of the Cayman Islands.
As of the date of this report, our authorized share capital is US$50,000 divided into 5,000,000,000 shares. We commenced our technology research and development in June 2014 through Ningxia Xiangshang Rongke Technology Development Co., LTD, or Ningxia Rongke.
As of the date of this report, our authorized share capital is US$50,000 divided into 5,000,000,000 shares. We commenced our technology research and development in June 2014 through Beijing Xiangshang Rongke Technology Development Co., LTD, or Beijing Rongke, formerly known as Ningxia Xiangshang Rongke Technology Development Co., LTD, or Ningxia Rongke.
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 .
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 .
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 2023, we participated in 28 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 2024, we participated in 48 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.
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.
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. A listing of the Company’s directly and indirectly owned subsidiaries and VIEs as of the date of this annual report is set forth in Exhibit 8.1 to this annual report on Form 20-F. D.
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. A listing of the Company’s principal subsidiaries directly and indirectly held and VIEs as of the date of this annual report is set forth in Exhibit 8.1 to this annual report on Form 20-F.
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 168 employees as of December 31, 2023 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 177 employees as of December 31, 2024 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, 2023, we have served 535 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, 2024, we have served 613 corporate clients via our ESOP business.
Our New Zealand, U.S. and Singapore subsidiaries have contributed over 93.0% of total revenues for the year ended December 31, 2023. 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 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.
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.
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.
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 106 Table of Contents tax treaty.
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.
Trading-Related Risks We are exposed to various trading-related risks arising from our brokerage operations, primarily market risk from financial market volatility and liquidity risk from inability to meet cash flow needs and regulatory requirements. Our 93 Table of Contents management and risk management team work closely together to monitor our risk exposures throughout the day.
Trading-Related Risks We are exposed to various trading-related risks arising from our brokerage operations, primarily market risk from financial market volatility and liquidity risk from inability to meet cash flow needs and regulatory requirements. Our management and risk management team work closely together to monitor our risk exposures throughout the day.
We will continue to enhance our technology in order management, algo trade, risk control and market access. Following our strategic acquisition of TradeUP Securities in 2019, we have restructured and upgraded its clearing system to achieve high business flexibility.
We will continue to enhance our technology in order management, algorithmic trading, risk control and market access. Following our strategic acquisition of TradeUP Securities in 2019, we have restructured and upgraded its clearing system to achieve high business flexibility.
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 535 corporate clients by the end of the year of 2023, including 30 new clients added in the fourth quarter of 2023.
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.
Our customers can also trade futures contracts, trade on margin and short sell on our trading platform. The aggregate trading volume amounted to US$81.8 billion during the fourth quarter of 2023. 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$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.
We incurred marketing and branding expenses of US$59.3 million, US$33.1 million and US$20.9 million in 2021, 2022 and 2023, respectively, accounting for 22.4%, 14.7% and 7.7%, 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$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.
(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, 2023, 297,242 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, 2024, 345,105 of our customers had conducted at least one trading transaction on our platform in the preceding 12 months.
We have restructured and upgraded the clearing system of TradeUP Securities to achieve high business flexibility. By the end of the fourth quarter of 2023, 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.
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.
See 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 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.
We launched TigerGPT in 2023, an AI investment assistant aimed at providing intelligent decision-making support for investors developed by Tiger Brokers’ R&D team and based on OpenAI; and • Continuous cost optimization and improvement of operating efficiency through process automation. 84 Table of Contents Our Core Products and Services Brokerage Services Overview We deliver a comprehensive and user-friendly online trading experience for investors through our platform that can be accessed through our APP or website.
TigerAI is an AI investment assistant aimed at providing intelligent decision-making support for investors developed by Tiger Brokers’ R&D team and based on leading AI models; and • Continuous cost optimization and improvement of operating efficiency through process automation. 86 Table of Contents Our Core Products and Services Brokerage Services Overview We deliver a comprehensive and user-friendly online trading experience for investors through our platform that can be accessed through our APP or website.
Our primary competitors include online brokers and other firms providing online brokerage services. Nevertheless, we believe that our diverse product 95 Table of Contents offerings, advanced technology infrastructure, efficient trade execution, top quality customer services and competitive pricing together make us one of the top performers in this market.
Competition The online brokerage market is highly competitive and rapidly evolving. Our primary competitors include online brokers and other firms providing online brokerage services. Nevertheless, we believe that our diverse product offerings, advanced technology infrastructure, efficient trade execution, top quality customer services and competitive pricing together make us one of the top performers in this market.
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.
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.
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.
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.
We have experienced significant growth in both number of customers and trading volume due to our reliable and secure trading platform, comprehensive brokerage and value-added services and superior user experience. The total customer accounts increased from 18,697 as of March 31, 2016 to 2,195,705 as of December 31, 2023, representing a compounded quarterly growth rate of 16.6%.
We have experienced significant growth in both number of customers and trading volume due to our reliable and secure trading platform, comprehensive brokerage and value-added services and superior user experience. The total customer accounts increased from 18,697 as of March 31, 2016 to 2,449,304 as of December 31, 2024, representing a compounded quarterly growth rate of 17.0%.
Our revenues were US$264.5 million, US$225.4 million and US$272.5 million in 2021, 2022 and 2023, respectively. We generated net income of US$14.7 million and US$33.0 million in 2021 and 2023, respectively and recorded net losses of US$2.3 million in 2022 and Our revenues in 2021, 2022 and 2023 were mainly generated in New Zealand, the U.S. and Singapore.
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.
Asset Management and Wealth Management Services Our asset management and wealth management segment sustained robust growth in 2023, aligning with our expanded global footprint. By the fourth quarter's end, assets under management (AUM) surged by 420.9% year-over-year, accompanied by a 163.9% increase in our client base.
Asset Management and Wealth Management Services Our asset management and wealth management segment sustained robust growth in 2024, aligning with our expanded global footprint. By the fourth quarter's end, assets under management (AUM) surged by 108% year-over-year, accompanied by a 81% increase in our client base.
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.
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.
We manage operational risks by establishing policies and procedures to accomplish timely and efficient processing and obtaining periodic reports from management regarding key processes. Significant operational risks arise particularly in relation to trading, IT and finance functions.
It also involves non-compliance with regulatory and legal requirements. We manage operational risks by establishing policies and procedures to accomplish timely and efficient processing and obtaining periodic reports from management regarding key processes. Significant operational risks arise particularly in relation to trading, IT and finance functions.
Wealth is upgraded to the first-level entrance of the APP, with a wide spectrum of products, high-quality financial assets, convenient functions and interaction, as your one-stop platform service.
Wealth is upgraded to the first-level entrance of the APP, with a wide spectrum of products, high-quality financial assets, convenient functions and interaction.
Insurance Our New Zealand subsidiaries, Tiger Brokers (NZ) Limited and Tiger Fintech (NZ) Limited, have in place professional indemnity insurance and directors’ and officers’ liability insurance, each of which has a limit of indemnity of NZ$1 million and NZ$1 million respectively and covers worldwide (excluding the U.S. and Canada) jurisdictions and territories.
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.
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.
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.
Key Information – Description of Certain PRC Regulations Affecting Our Business” is incorporated by reference herein. 96 Table of Contents New Zealand Regulations Relating to Securities and Futures Brokerage Business Operational Rules of the Exchanges on Which We Operate Client money or property services Tiger Brokers (NZ) Limited and Tiger Fintech (NZ) Limited provide “client money or property services” in New Zealand, which are regulated by the Financial Markets Conduct Act 2013 (as amended in March 2021 by the Financial Services Legislation Amendment Act 2019) (“ FMCA ”).
New Zealand Regulations Relating to Securities and Futures Brokerage Business Operational Rules of the Exchanges on Which We Operate Client money or property services Tiger Brokers (NZ) Limited and Tiger Fintech (NZ) Limited provide “client money or property services” in New Zealand, which are regulated by the Financial Markets Conduct Act 2013 (as amended in March 2021 by the Financial Services Legislation Amendment Act 2019) (“ FMCA ”).
We designed our back-end system for easy modification, allowing us to increase system features, functions and capabilities efficiently as well as to handle a high volume of orders from customers at any one time.
We designed our back-end system for easy modification, allowing us to increase system features, functions and capabilities efficiently as well as to handle a high volume of orders from customers at any one time. We ensure the security and integrity of all customer assets using various safeguards.
Rules Relating to Anti-Money Laundering and Countering Financing of Terrorism Tiger Brokers (NZ) Limited is regulated by the FMA for AML/CFT purposes and recorded on the FMA website as an AML/CFT reporting entity. The AML/CFT Act places obligations upon New Zealand’s reporting entities, including financial institutions to detect and deter money laundering and terrorist financing.
The AML/CFT Act places obligations upon New Zealand’s reporting entities, including financial institutions to detect and deter money laundering and terrorist financing. Tiger Brokers (NZ) Limited and Tiger Fintech (NZ) Limited are regulated by the FMA for AML/CFT purposes and recorded on the FMA website as AML/CFT reporting entities.
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.
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.
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. 104 Table of Contents The TCSP license is usually valid for a period of three years and renewable upon re-assessment of fit and proper requirements.
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.
CRM System Our CRM system is the core IT system for customer development and support. Our CRM system allows us to centrally monitor and supervise customer communications, manage relationships with customers, and analyze important customer data: • Customer communications .
Our CRM system allows us to centrally monitor and supervise customer communications, manage relationships with customers, and analyze important customer data: • Customer communications .
The daily average trading volume increased from US$22.7 million during the first quarter of 2016 to US$1,277.6 million during the fourth quarter of 2023, representing a compounded quarterly growth rate of 13.9%. 89 Table of Contents Marketing, Branding, Customer Development and Customer Support We attract and retain customers to use our trading platform through marketing and branding, customer development and customer support.
The daily average trading volume increased from US$22.7 million during the first quarter of 2016 to US$3,094.0 million during the fourth quarter of 2024, representing a compounded quarterly growth rate of 17.2%. Marketing, Branding, Customer Development and Customer Support We attract and retain customers to use our trading platform through marketing and branding, customer development and customer support.
US Tiger Securities, Inc. and TradeUP Securities must comply with the SEC’s net capital requirements, by which its current financial health is measured by assessing its liquidity against the risks where it has exposure.
Liquidity risk is the risk of losses resulting from the inability to meet current and future cash flow needs. US Tiger Securities, Inc. and TradeUP Securities must comply with the SEC’s net capital requirements, by which its current financial health is measured by assessing its liquidity against the risks where it has exposure.
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. Li Man Lung has been appointed as both its CO and MLRO since October 19, 2022.
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.
No withholding tax or income tax is usually payable when dividends are paid between companies that are both New Zealand tax resident and members of the same wholly owned group of companies, or where a cash dividend with full imputation credits attached is paid to a non-resident who holds at least 10% direct ownership interest of the dividend paying company. 105 Table of Contents The rate of tax imposed on taxpayers who are tax resident in a jurisdiction that New Zealand has entered into a double tax agreement with may have the rate of New Zealand tax, whether income tax or withholding tax, imposed on them reduced by the terms of that double tax agreement.
No withholding tax or income tax is usually payable when dividends are paid between companies that are both New Zealand tax resident and members of the same wholly owned group of companies, or where a cash dividend with full imputation credits attached is paid to a non-resident who holds at least 10% direct ownership interest of the dividend paying company.
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.
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.
In 2023, the Company participated in 24 Hong Kong IPOs, and underwriting five of the top ten companies in terms of funds raised in Hong Kong IPOs. Additionally, among the pre-filed US-listed companies in 2023, it acted as the lead underwriter for four companies, securing the top spot in terms of quantity.
In 2024, the Company participated in 32 Hong Kong IPOs. Additionally, among the pre-filed US-listed companies in 2024, it acted as the lead underwriter for nine companies, securing the top spot in terms of quantity.
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. • Wealth.
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 EIT Law and the implementation rules provide that an income tax rate of 10% will normally be applicable to dividends payable to investors that are “non-resident enterprises,” and gains derived by such investors, which (i) do not have an establishment or place of business in the PRC or (ii) have an establishment or place of business in the PRC, but the relevant income is not effectively connected with the establishment or place of business to the extent that such dividends and gains are derived from sources within the PRC.
The implementing rules of the EIT Law define “ de facto management body” as a managing body that in practice exercises “substantial and overall management and control over the production and operations, personnel, accounting, and properties” of the enterprise. 110 Table of Contents The EIT Law and the implementation rules provide that an income tax rate of 10% will normally be applicable to dividends payable to investors that are “non-resident enterprises,” and gains derived by such investors, which (i) do not have an establishment or place of business in the PRC or (ii) have an establishment or place of business in the PRC, but the relevant income is not effectively connected with the establishment or place of business to the extent that such dividends and gains are derived from sources within the PRC.
Concurrently, one of our existing shareholders, IB Global Investments LLC, a member of the Interactive Brokers Group of companies, purchased 13,125,000 Class A ordinary shares in a private placement.
In March 2019, we completed our initial public offering of 14,950,000 of our ADSs, each representing 15 of our Class A ordinary shares. Concurrently, one of our existing shareholders, IB Global Investments LLC, a member of the Interactive Brokers Group of companies, purchased 13,125,000 Class A ordinary shares in a private placement.
As a part of our risk management system, we plan to diversify our business to increase the products and services we offer under our asset management services as well as institutional and corporate services. • Liquidity risk . Liquidity risk is the risk of losses resulting from the inability to meet current and future cash flow needs.
As a part of our risk management system, we plan to diversify our business to increase the products and services we offer under our asset management services as well as institutional and corporate services.
The AML/CFT Act places obligations upon New Zealand’s reporting entities, including financial institutions to detect and deter money laundering and terrorist financing. 98 Table of Contents 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 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.
All organizations are required to have a privacy officer to deal with privacy issues. 99 Table of Contents The Privacy Act now clearly states that it has extraterritorial effect.
All personal information is covered, including information about employees. All organizations are required to have a privacy officer to deal with privacy issues. The Privacy Act now clearly states that it has extraterritorial effect.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe table below also sets forth a reconciliation of adjusted net income (loss), a non-GAAP financial measure, to GAAP net income (loss). 115 Table of Contents For the years ended December 31, 2021 2022 2023 US$ % US$ % US$ % (in thousands except for percentages) Consolidated results of operations Revenues: Commissions 147,199 55.7 108,118 48.0 92,594 34.0 Financing service fees 9,269 3.5 7,903 3.5 12,179 4.4 Interest income 70,335 26.6 85,150 37.8 149,291 54.8 Other revenues 37,685 14.2 24,195 10.7 18,444 6.8 Total revenues 264,488 100.0 225,366 100.0 272,508 100.0 Interest expense (18,379 ) (7.0 ) (18,669 ) (8.3 ) (46,958 ) (17.2 ) Total net revenues 246,109 93.1 206,697 91.7 225,550 82.8 Operating cost and expenses: Execution and clearing (31,144 ) (11.8 ) (15,608 ) (6.9 ) (9,084 ) (3.3 ) Employee compensation and benefits (including share-based compensation) (87,160 ) (33.0 ) (101,749 ) (45.1 ) (100,751 ) (37.0 ) Occupancy, depreciation and amortization (6,135 ) (2.3 ) (9,013 ) (4.0 ) (9,387 ) (3.4 ) Communication and market data (22,121 ) (8.4 ) (27,138 ) (12.0 ) (30,831 ) (11.3 ) Marketing and branding (59,265 ) (22.4 ) (33,122 ) (14.7 ) (20,860 ) (7.7 ) General and administrative (22,706 ) (8.6 ) (18,333 ) (8.2 ) (21,791 ) (8.0 ) Total operating cost and expenses (228,531 ) (86.5 ) (204,963 ) (90.9 ) (192,704 ) (70.7 ) Other income: 1,476 0.6 298 0.1 13,148 4.8 Income before income taxes 19,054 7.2 2,032 0.9 45,994 16.9 Income tax expenses (4,363 ) (1.6 ) (4,289 ) (1.9 ) (12,987 ) (4.8 ) Net income (loss) 14,691 5.6 (2,257 ) (1.0 ) 33,007 12.1 Add non-GAAP adjustments Share-based compensation 13,370 5.1 14,214 6.3 10,147 3.7 Impairment loss from equity investments 600 0.2 648 0.3 — — Fair value change from convertible bonds (4,195 ) (1.6 ) — — — — Adjusted Non-GAAP Net income 24,466 9.3 12,605 5.6 43,154 15.8 For discussion of 2021 and 2022 results, refer to the disclosures set forth under the heading “Item 5.
Biggest changeThe 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.
Investing Activities Net cash used in investing activities in 2023 was US$7.8 million, consisting primarily of (i) the purchase of term deposits and property, equipment and intangible assets of US$7.0 million, (ii) US$0.5 million in payment for long-term investments.
Net cash used in investing activities in 2023 was US$7.8 million, consisting primarily of (i) the purchase of term deposits and property, equipment and intangible assets of US$7.0 million, (ii) US$0.5 million in payment for long-term investments.
Financing Activities 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. 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.
See Item 4.A “History and Development of the Company-Reorganization.” In connection with the reorganization, in June 2018, UP Fintech Holding Limited issued Series Angel (in four tranches), Series A, Series B-1, and Series B-2 preferred shares to the shareholders of Ningxia Rongke or their affiliates or designees to replicate the corresponding Series Angel (in four tranches), Series A, Series B, and Series B+ equity interest with preferred rights issued by Ningxia Rongke prior to the reorganization, all of which converted to Class A ordinary shares of the Company in connection with the completion of our initial public offering.
See Item 4.A “History and Development of the Company-Reorganization.” In connection with the reorganization, in June 2018, UP Fintech Holding Limited issued Series Angel (in four tranches), Series A, Series B-1, and Series B-2 preferred shares to the shareholders of Beijing Rongke or their affiliates or designees to replicate the corresponding Series Angel (in four tranches), Series A, Series B, and Series B+ equity interest with preferred rights issued by Beijing Rongke prior to the reorganization, all of which converted to Class A ordinary shares of the Company in connection with the completion of our initial public offering.
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, 2021, 2022 and 2023, 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, 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.
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 2023. 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 2024. E.
There were no costs due to cybersecurity incidents in 2021, 2022 and 2023, 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 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.
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 113 Table of Contents Our subsidiaries located in Australia are subject to an income tax rate of 30% for taxable income earned in Australia.
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.
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 119 Table of Contents clearing organizations resulting from the decreased borrowed margin activities from brokers.
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.
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.
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
In addition, any of our 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 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.
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 Ningxia 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. A.
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 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 121 Table of Contents cash with the lender.
“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.
“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.
Risk Factors.” See Note 2 to our consolidated financial statements for the year ended December 31, 2023 for more information on our significant accounting policies. 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.
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.
General and administrative General and administrative expenses primarily consist of intermediary service expenses, travelling 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.
Operating and Financial Review and Prospects – A. Operating Results” in our Annual Report on Form 20-F for the year ended December 31, 2022, filed with the SEC on April 26, 2023 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, 2023, filed with the SEC on April 22, 2024 and available on the internet site maintained by the SEC at www.sec.gov.
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, 2022 and 2023, our cash and cash equivalents were US$277.7 million and US$322.6 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, 2023 and 2024, our cash and cash equivalents were US$322.6 million and US$393.6 million, respectively.
For the years ended December 31, 2021, 2022 and 2023, US$47.8 million, US$60.1 million and US$63.5 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, 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.
An entity could re-apply for the HNTE certificate when the prior certificate expires. 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 once expired. Our other subsidiaries are subject to income tax rate of 25%, according to EIT Law.
For consolidated accounts, we receive commissions from customers and pay the execution and clearing fees to our clearing agents. For fully disclosed accounts, every time Interactive Brokers executes and clears a trade, it collects the commissions, deducts a certain portion as execution and clearing fees and returns the rest of the commissions to us.
For fully disclosed accounts, every time Interactive Brokers executes and clears a trade, it collects the commissions, deducts a certain portion as execution and clearing fees and returns the rest of the commissions to us.
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, impairment loss from equity investments and fair value change from convertible bonds.
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.
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,​ ​ 2021 2022 2023 ​ US$ % US$ % US$ % ​ (in thousands except for percentages)​ Execution and clearing 31,144 11.8 15,608 6.9 9,084 3.3 Employee compensation and benefits (including share-based compensation) 87,160 33.0 101,749 45.1 100,751 37.0 Occupancy, depreciation and amortization 6,135 2.3 9,013 4.0 9,387 3.4 Communication and market data 22,121 8.4 27,138 12.0 30,831 11.3 Marketing and branding 59,265 22.4 33,122 14.7 20,860 7.7 General and administrative 22,706 8.6 18,333 8.2 21,791 8.0 Total operating cost and expenses 228,531 86.5 204,963 90.9 192,704 70.7 111 Table of Contents 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: 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.
Intermediary service fees primarily consist of fees we pay our professional service providers including our lawyers, accountants and consultants. 112 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,​ ​ 2021 2022 2023 ​ US$ % US$ % US$ % ​ (in thousands except for percentages)​ Total revenues 264,488 100.0 225,366 100.0 272,508 100.0 Interest expense (18,379 ) (6.9 ) (18,669 ) (8.3 ) (46,958 ) (17.2 ) Total net revenues 246,109 93.1 206,697 91.7 225,550 82.8 Total operating cost and expenses (228,531 ) (86.5 ) (204,963 ) (90.9 ) (192,704 ) (70.7 ) Other income 1,476 0.6 298 0.1 13,148 4.8 Income before income taxes 19,054 7.2 2,032 0.9 45,994 16.9 Cybersecurity For the years ended December 31, 2021, 2022 and 2023, US$0.4 million, US$0.4 million and US$0.6 million of cybersecurity mitigation costs have been expensed (excluding labor costs), respectively.
Intermediary service fees primarily consist of fees we pay our professional service providers including our lawyers, accountants and consultants. 115 Table of Contents Income before income taxes The following table sets forth our income before income taxes, both in absolute amount and as a percentage of our total revenues, for the years indicated. ​ For the years ended December 31,​ ​ 2022 2023 2024 ​ US$ % 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.
Income tax expense We had income tax expense of US$13.0 million in 2023, compared with income tax expense of US$4.3 million in 2022, primarily due to the 2163.7% year-over-year increase in our income before income tax expense.
Income tax expense We had income tax expense of US$20.4 million in 2024, compared with income tax expense of US$13.0 million in 2023, primarily due to the 77.8% year-over-year increase in our income before income tax expense.
If our existing PRC or New Zealand subsidiaries or any newly formed ones incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us.
As a result, UP Fintech’s ability to pay dividends may depend upon dividends paid by our PRC and New Zealand subsidiaries. If our existing PRC or New Zealand subsidiaries or any newly formed ones incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us.
This non-GAAP financial measure presented here may not be comparable to similarly titled measure presented by other companies. Other companies may calculate similarly titled measure differently, limiting the usefulness of such measure when analyzing our data comparatively. We encourage investors and others to review our financial information in its entirety and not rely on a single financial measure.
This non-GAAP financial measure presented here may not be comparable to similarly titled measure presented by other companies. We encourage investors and others to review our financial information in its entirety and not rely on a single financial measure.
Cash flows The following table sets forth a summary of our cash flows for the periods presented: For the years ended December 31, 2021 2022 2023 US$ (in thousands) Summary Consolidated Statement of Cash Flows Data: Net cash provided by (used in) operating activities 413,204 258,061 (6,566 ) Net cash provided by (used in) investing activities 10,919 (3,612 ) (7,751 ) Net cash provided by financing activities 330,881 4,730 1,820 Increase (decrease) in cash and cash equivalents and restricted cash 755,004 259,179 (12,497 ) Effect of exchange rate changes (1,719 ) (4,335 ) (3,478 ) Cash, cash equivalents and restricted cash at beginning of the year 947,600 1,700,885 1,955,729 Cash, cash equivalents and restricted cash at end of the year 1,700,885 1,955,729 1,939,754 Operating Activities Net cash used in operating activities in 2023 was US$6.6 million, as compared to net income of US$33.0 million in 2023.
Cash flows The following table sets forth a summary of our cash flows for the periods presented: For the years ended December 31, 2022 2023 2024 US$ (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.
Restrictive regulations or government intervention in any of the regions in which we operate (including China, Singapore, Hong Kong and the United States) and the interaction thereof could impact the conduct of security transactions and affect our business.
Restrictive regulations or government intervention in any of the regions in which we operate (including China, Singapore, Hong Kong and the United States) and the interaction thereof could impact the conduct of security transactions and affect our business. We expect to continue to expand our operations to new markets and into new services lines in the future.
Certain PRC subsidiaries, VIEs and VIEs’ subsidiaries, including Beijing U-Tiger Business, Beijing Yixin and Beijing U-Tiger Network, are qualified HNTEs and enjoy a reduced income tax rate of 15% for the three years presented, and 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 and 2023.
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.
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.
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.
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.
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$2.3 million in 2022.
The following table sets forth the breakdown of our total revenues, both in absolute amount and as a percentage of our total revenues, for the years indicated: ​ For the years ended December 31,​ ​ 2021 2022 2023 ​ US$ % US$ % US$ % ​ (in thousands except for percentages)​ Revenues: ​ ​ ​ ​ ​ Commissions 147,199 55.7 108,118 48.0 92,594 34.0 Financing service fees 9,269 3.5 7,903 3.5 12,179 4.4 Interest income 70,335 26.6 85,150 37.8 149,291 54.8 Other revenues 37,685 14.2 24,195 10.7 18,444 6.8 Total revenues 264,488 100.0 225,366 100.0 272,508 100.0 Interest expense (18,379 ) (6.9 ) (18,669 ) (8.3 ) (46,958 ) (17.2 ) Total net revenues 246,109 93.1 206,697 91.7 225,550 82.8 Commissions 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: ​ 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.
In 2021, 2022 and 2023, 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 5.97%, 6.86% and 8.16%, respectively. The increase of interest income in 2023 compared with 2022 was primarily due to the increasing federal benchmark rates in 2023.
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.
Net income As a result of the foregoing, our net income was US$33.0 million in 2023, as compared to a net loss of US$2.3 million in 2022. 117 Table of Contents Adjusted net income, which excluded share-based compensation, fair value change from convertible bonds and impairment loss from equity investments, was US$43.2 million in 2023, as compared to US$12.6 million in 2022.
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.
Occupancy, depreciation and amortization. Occupancy, depreciation and amortization expenses were US$9.4 million in 2023, an increase of 4.1% from US$9.0 million in 2022, due to increased rent. Communication and market data. Communication and market data expenses were US$30.8 million in 2023, an increase of 13.6% from US$27.1 million in 2022.
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.
In addition, the laws, regulations and governmental policies of various jurisdictions may impact our operations, including New Zealand, U.S., PRC, Singapore, Australia and Hong Kong laws and regulations.
In addition, the laws, regulations and governmental policies of various jurisdictions may impact our operations, including New Zealand, U.S., PRC, Singapore, Australia and Hong Kong laws and regulations. See Item 4.B “Business Overview” for a summary of the principal applicable laws which may affect our business.
Further, this non-GAAP financial measure may differ from the non-GAAP financial information used by other companies, including peer companies, and therefore their comparability may be limited.
Further, this non-GAAP financial measure may differ from the non-GAAP financial information used by other companies, including peer companies, and therefore their comparability may be limited. Other companies may calculate similarly titled measure differently, limiting the usefulness of such measure when analyzing our data comparatively.
We base our estimates on historical experience and on various other assumptions we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying 121 Table of Contents values of assets and liabilities.
We base our estimates on historical experience and on various other assumptions we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Changes in the economic environment, financial markets, and any other parameters used in determining such estimates could cause actual results to differ.
Risk Factors.” Overview We are a leading integrated financial technology platform providing cross-market, multi-product investment experience for investors around the world.
Risk Factors.” Overview We are a leading integrated financial technology platform providing cross-market, multi-product investment experience for investors around the world. Our proprietary trading platform enables investors to trade in equities and other financial instruments on multiple exchanges around the world.
In 2021, 2022 and 2023, the average rate of commissions over trading volume was 0.0364%, 0.0335% and 0.0315%, respectively, which is the ratio of the total commissions to the total trading volume in the same period.
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.
The difference was primarily attributable to (i) an increase of US$292.9 million in receivables from customers resulting from an increase in our user base, (ii) an increase of US$82.0 million in receivables from brokers, dealers and clearing organizations resulting from an increase in our user base and (iii) a decrease of US$52.9 million in payables to brokers, dealers and clearing organizations resulting from the decreased borrowed margin activities form brokers.
The difference was primarily attributable to (i) an increase of US$1,800.0 million in payables to brokers, dealers and clearing organizations resulting from the increased borrowed margin activities form brokers, (ii) an increase of US$661.3 million in payables to customers resulting from an increase in our user base, and (iii) a decrease of US$363.0 million in financial instruments held at fair value in our trading accounts.
We cannot assure you that financing will be available in amounts or on terms acceptable to us, or at all. 118 Table of Contents We have entered into various off-balance sheet arrangements in the ordinary course of business, primarily to meet the needs of our clients. These arrangements include the margin financing and borrowing agreements.
We have entered into various off-balance sheet arrangements in the ordinary course of business, primarily to meet the needs of our clients. These arrangements include the margin financing and borrowing agreements.
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.
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 2021, 2022 and 2023, the average annualized rate of financing service fees over the average balance of the margin loans provided by the clearing agents was 0.67%, 1.65% and 3.18%, respectively. The increase of financing service fees in 2023 compared with 2022 was primarily due to increasing federal benchmark rates in 2023.
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.
See Item 4.B “Business Overview” for a summary of the principal applicable laws which may affect our business. 109 Table of Contents The Company is exposed to the risks and complexities inherent in doing business in international markets, some of which, such as those associated with an uncertain regulatory environment.
The Company is exposed to the risks and complexities inherent in doing business in international markets, some of which, such as those associated with an uncertain regulatory environment.
Adjusted net loss or income enables our management to assess our 114 Table of Contents operating results without considering the impact of share-based compensation, impairment loss from equity investments and fair value change from convertible bonds. We also believe that the use of this non-GAAP financial measure facilitate investors’ assessment of our operating performance.
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.
As part of the efforts, we incorporated UP Fintech Holding Limited in January 2018, which controls Ningxia Rongke and its subsidiaries through a series of contractual arrangements.
To facilitate foreign investment in our business, starting from early 2018, we began to establish an offshore holding structure for our company. As part of the efforts, we incorporated UP Fintech Holding Limited in January 2018, which controls Beijing Rongke and its subsidiaries through a series of contractual arrangements.
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.
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.
Share-based compensation, impairment loss from equity investments and fair value change from convertible bonds 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 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.
Net cash provided by investing activities in 2021 was US$10.9 million, consisting primarily of maturity of term deposits US$33.1 million partially offset by the purchase of term deposits and property, equipment and intangible assets of US$22.4 million.
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.
We also provide value-added services, such as investor education, community engagement and IR platform, all within a few taps or clicks through APP on smartphone, tablet and PC terminals.
We offer comprehensive brokerage services through our integrated single-account structure, which empowers users in trade execution, margin financing and securities lending across different global markets. We also provide value-added services, such as investor education, community engagement and IR platform, all within a few taps or clicks through APP on smartphone, tablet and PC terminals.
Our total revenues were US$264.5 million, US$225.4 million and US$272.5 million in 2021, 2022 and 2023, respectively. We generated net income of US$14.7 million and US$33.0 million in 2021 and 2023, respectively, and recorded net losses of US$2.3 million in 2022.
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.
Changes in the economic environment, financial markets, and any other parameters used in determining such estimates could cause actual results to differ. 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.
The decrease in the average commission rates was primarily due to the lower commissions resulting from the decreased trading volume in the past two years. 110 Table of Contents Pursuant to the agreement with our primary clearing agent, Interactive Brokers, we receive a portion of commission fees paid by our customers every time Interactive Brokers executes and clears a trade order.
Pursuant to the agreement with our primary clearing agent, Interactive Brokers, we receive a portion of commission fees paid by our customers every time Interactive Brokers executes and clears a trade order. For consolidated accounts, we receive commissions from customers and pay the execution and clearing fees to our clearing agents.
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 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.
Other revenues We earn other revenues primarily from initial public offering (“IPO”) distribution service, currency exchange service and other service. Revenues from the IPO distribution service are derived from IPO underwriting fees and new share subscription service fees in relation to initial public offerings in the USA and Hong Kong capital markets.
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.
Year ended December 31, 2023 compared with year ended December 31, 2022 Revenues Total revenues increased by 20.9% from US$225.4 million in 2022 to US$272.5 million in 2023. This increase was primarily due to the increase of US$64.1 million in interest income, which benefited from the high interest rate environment. Commissions.
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.
Net cash provided by operating activities in 2021 was US$413.2 million, as compared to net income of US$14.7 million in 2021.
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.
The incurrence of indebtedness would result in increased fixed obligations and could result in operating covenants that would restrict our operations.
The incurrence of indebtedness would result in increased fixed obligations and could result in operating covenants that would restrict our operations. We cannot assure you that financing will be available in amounts or on terms acceptable to us, or at all.
Commissions were US$92.6 million in 2023, a 14.4% decrease from US$108.1 million in 2022, driven by a decrease in trading volume and market activities. Our trading volume decreased from US$323.2 billion in 2022 to US$294.2 billion in 2023. Financing service fees.
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.
This non-GAAP financial measure is not defined under U.S. GAAP and is not presented in accordance with U.S. GAAP. This non-GAAP financial measure has limitations as an analytical tool. 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.
We also believe that the use of this non-GAAP financial measure facilitate investors’ assessment of our operating performance. This non-GAAP financial measure is not defined under U.S. GAAP and is not presented in accordance with U.S. GAAP. This non-GAAP financial measure has limitations as an analytical tool.
Our capital expenditures were US$5.0 million, US$4.9 million and US$2.8 million in 2021, 2022 and 2023, 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.
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.
Interest expense was US$47.0 million, an increase of 151.5% from US$18.7 million in 2022 due to increased interest rates.
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.
Financing service fees from securities lending activities increased by 19.0% from US$0.9 million in 2022 to US$1.1 million in 2023, which was mainly attributable to the increased interest rate. 116 Table of Contents Interest income. Interest income was US$149.3 million in 2023, up 75.3% from US$85.2 million in 2022.
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.
Execution and clearing expenses were US$9.1 million in 2023, a decrease of 41.8% from US$15.6 million in 2022. This decrease was primarily due to more self-clearing of US and HK equities and lower trading volume. Employee compensation and benefits. Employee compensation and benefits expenses were US$100.8 million in 2023, a slight decrease of 1.0% from US$101.7 million in 2022.
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.
General and administrative expenses were US$21.8 million in 2023, an increase of 18.9% from US$18.3 million in 2022. This increase was primarily due to higher expense related to professional service fee and consulting expense in 2023. Income before income taxes We had a profit before income taxes of US$46.0 million in 2023, compared with US$2.0 million in 2022.
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.
This was primarily due to increased interest rates and the increase in interest income from bank deposits. Interest income from securities lending activities increased by 74.1% from US$39.5 million in 2022 to US$68.7 million in 2023, which was mainly attributable to increased interest rates.
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.
We conduct our operations primarily through our New Zealand subsidiaries, U.S. subsidiaries, Singapore subsidiaries, and the VIEs and their respective subsidiaries in China. 120 Table of Contents As a result, UP Fintech’s ability to pay dividends may depend upon dividends paid by our PRC and New Zealand subsidiaries.
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.
Interest income from margin financing activities increased by 42.3% from US$36.8 million in 2022 to US$52.3 million in 2023, which was mainly attributable to increased interest rates. Other revenues. Other revenues were US$18.4 million in 2023, a decrease of 23.8% from US$24.2 million in 2022. The decrease was primarily due to the decrease in IPO distribution incomes. Interest expense.
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.
Financing service fees were US$12.2 million in 2023, an increase of 54.1% from US$7.9 million in 2022, primarily due to increased interest rates. Financing service fees from margin financing activities increased by 58.8% from US$7.0 million in 2022 to US$11.1 million in 2023, which was mainly attributable to the increased interest rate.
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.
This increase was due to increased t echnology and infrastructure investments . Marketing and branding. Marketing and branding expenses were US$20.9 million in 2023, a decrease of 37.0% from US$33.1 million in 2022. As we slowed down marketing campaign due to weaker global capital markets. General and administrative.
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.
Operating cost and expenses Total operating cost and expenses decreased by 6.0% from US$205.0 million in 2022 to US$192.7 million in 2023, due to decreases in marketing and branding expense and execution and clearing expense, partially offset by increases in communication and market data expenses. Execution and clearing.
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.
Removed
Our proprietary trading platform enables investors to trade in equities and other financial instruments on multiple exchanges around the world. 108 Table of Contents We offer comprehensive brokerage services through our integrated single-account structure, which empowers users in trade execution, margin financing and securities lending across different global markets.
Added
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.
Removed
Reorganization We commenced our technology research and development in June 2014 through one of the VIEs, Ningxia Xiangshang Rongke Technology Development Co., Ltd., or Ningxia Rongke. To facilitate foreign investment in our business, starting from early 2018, we began to establish an offshore holding structure for our company.
Added
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.
Removed
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.
Added
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.
Removed
We expect to continue to expand our operations to new markets, such as Hong Kong, and into new services lines, such as wealth management, in the future.

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Item 6. [Reserved]

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

43 edited+3 added−10 removed44 unchanged
Biggest changeTianhua Wu through Tiger Family Trust. Sky Fintech Holding Limited is indirectly wholly-owned by Lightspeed Rise Holdings Limited, a BVI company, through its wholly-owned subsidiary, Sky Tiger Investment Holding Limited, a BVI company. Lightspeed Rise Holdings Limited is controlled by Tiger Family Trust, a trust established under the laws of Hong Kong and managed by Kastle Limited as the trustee.
Biggest changeLightspeed Rise Holdings Limited is controlled by Tiger Family Trust, a trust established under the laws of Hong Kong and managed by Kastle Limited as the trustee. Mr. Tianhua Wu is the settlor of the Tiger Family Trust and Mr. Tianhua Wu and his family are the trust’s beneficiaries. Under the terms of this trust, 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. 6. 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. 5. On September 6, 2023, Mr.
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.​ 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; 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 nominating and corporate governance committee is responsible for, among other things: • ​selecting and recommending to the board nominees for election by the shareholders or appointment by the board; • reviewing annually with the board the current composition of the board with regards to characteristics such as independence, knowledge, skills, experience and diversity; • making recommendations on the frequency and structure of board meetings and monitoring the functioning of the committees of the board; and 127 Table of Contents • advising the board periodically with regards to significant developments in the law and practice of corporate governance as well as our compliance with applicable laws and regulations, and making recommendations to the board on all matters of corporate governance and on any remedial action to be taken.
The nominating and corporate governance committee is responsible for, among other things: • ​selecting and recommending to the board nominees for election by the shareholders or appointment by the board; • reviewing annually with the board the current composition of the board with regards to characteristics such as independence, knowledge, skills, experience and diversity; • making recommendations on the frequency and structure of board meetings and monitoring the functioning of the committees of the board; and • advising the board periodically with regards to significant developments in the law and practice of corporate governance as well as our compliance with applicable laws and regulations, and making recommendations to the board on all matters of corporate governance and on any remedial action to be taken.
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, 2024, 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, 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.
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.
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.
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 1,134 and 1,040 employees as of December 31, 2021 and 2022 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 1,040 and 1,109 employees as of December 31, 2022 and 2023 respectively.
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. 129 Table of Contents * 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. * Less than 1% of our total outstanding shares 1.
See “Item 3.D. 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. 131 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. 133 Table of Contents
Name Class A Ordinary Shares Underlying Outstanding Awards Exercise Price or Purchase Price (US$/Share) Date of Grant Date of Expiration Katherine Wei Wu * December 11, 2019 December 10, 2029 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$0.20000 January 1, 2019 December 31, 2028 Lei Huang * May 1, 2020 April 30, 2030 Chia Hung Yang * January 23, 2023 January 22, 2033 Jian Liu April 15, 2021 April 14, 2031 * ​ March 19,2022 March 18,2032 Ming Liao * January 10, 2024 January 9, 2034 * Less than 1% of our total outstanding Class A ordinary shares.
Name Class A Ordinary Shares Underlying Outstanding Awards Exercise Price or Purchase Price (US$/Share) Date of Grant Date of Expiration 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.
Between 2010 and 2012, Mr. Zeng worked at the equity sales team of CICC. Between 2012 and 2015, he worked as a Director at UBS Global Capital Market. From 2015 to 2018, he served as an Executive Director in Equity Capital Markets (ECM) at Goldman Sachs, where he was the ECM captain for China fintech and healthcare sectors. Mr.
Between 2012 and 2015, he worked as a Director at UBS Global Capital Market. From 2015 to 2018, he served as an Executive Director in Equity Capital Markets (ECM) at Goldman Sachs, where he was the ECM captain for China fintech and healthcare sectors. Mr.
Our directors also have a duty to exercise the care, diligence and skills that a reasonably prudent person would exercise in comparable circumstances.
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.
Each Class A ordinary share is entitled to one vote, and is not convertible into Class B ordinary share under any circumstance. Each Class B ordinary share is entitled to 20 votes and will be automatically convert into one Class A 130 Table of Contents ordinary share under certain circumstances. Our dual-class ordinary share structure involves certain risks.
Each Class A ordinary share is entitled to one vote, and is not convertible into Class B ordinary share under any circumstance. Each Class B ordinary share is entitled to 20 votes and will be automatically convert into one Class A ordinary share under certain circumstances. Our dual-class ordinary share structure involves certain risks. See “Item 3.D.
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.
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.
Directors and Executive Officers Age Position/Title Tianhua Wu 39 Chief Executive Officer and Director John Fei Zeng 44 Chief Financial Officer and Director Lei Fang 36 Director Jian Liu 52 Independent director Chia Hung Yang 61 Independent director Ming Liao 52 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 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.
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 has served as our independent director since January 2023. Mr. Yang is the chief financial officer of Sunrate Holdings Limited since February 2023. 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.
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 2024 (not accounting for future increases under the Evergreen Option) and the Company issued 375,825,957 Class A ordinary shares to the Plans as of March 124 Table of Contents 2024.
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.
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.
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 through Tiger Family Trust; (ii) 190,004,640 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; 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.
Liao was a director at the investment banking division of Barclays Capital Asia from May 2011 to March 2013. Before Barclays, Mr. 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 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.
Compensation Compensation of Directors and Executive Officers In 2023, we paid an aggregate of RMB2.1million (US$0.3 million), HKD2.0million (US$0.2 million) and US$0.4 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 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.
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. We have also entered into indemnification agreements with each of our directors and executive officers.
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.
As of March 31, 2024, 314,623,866 Class A ordinary shares have been granted, excluding awards that were forfeited or cancelled after the relevant grant dates.
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.
The current term of these employment agreements will be until the next shareholders meeting, unless terminated earlier pursuant to the 125 Table of Contents provisions thereof, and these agreements will be automatically extended for successive periods of 12 months each subject to the provisions thereof.
Employment Agreements We have entered into employment agreements with each of our executive officers. The current term of these employment agreements will be until the next shareholders meeting, unless terminated earlier pursuant to the provisions thereof, and these agreements will be automatically extended for successive periods of 12 months each subject to the provisions thereof.
Yang currently also serves as an independent director of Ehang Holdings Limited (Nasdaq: EH), I-Mab (Nasdaq: IMAB), iQIYI, Inc. (Nasdaq: IQ) and Tongcheng Travel Holdings Limited (HKSE: 0780). Mr. Yang received his master’s degree in business administration from the University of California, Los Angeles. 123 Table of Contents Mr. Ming Liao has served as our director since January 2024. 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.
Charters have been adopted for each committee. Each committee’s members and functions are described below. 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.
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.
Jian Liu and 126 Table of Contents 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.
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”.
Department Number of employees % of total Research and development and technology 495 44.7% Compliance, legal and finance 166 15.0% Business and customer support 168 15.1% Marketing 49 4.4% Operations 71 6.4% General and administration 160 14.4% Total 1,109 100.0% 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 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.
Board Diversity Matrix Board Diversity Matrix (As of March 31, 2024) 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 As of the date hereof, the Company does not meet the diversity objectives of Nasdaq Rule 5605(f)(2), due in part to the resignation of Ms.
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.
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 — — 250,641,392 10.40% — — 5.75% Tigerex Holding Limited 3 12,050,451 8.88% 180,756,765 7.50% — — 4.14% Directors and Executive Officers ​ ​ Tianhua Wu 4 5 6 16,000,000 11.79% 467,769,035 19.41% 97,611,722 100% 55.48% John Fei Zeng * * * * — — — Lei Fang 7 1,413,066 1.04% * * — — — Ming Liao — — — — — — — Chia Hung Yang — — — — — — — Jian Liu * * — — — — — All directors and executive officers as a group 17,986,397 13.25% 496,965,025 20.63% 97,611,722 100% 56.15% 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 ​ ​ 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.
Chia Hung Yang qualifies as an “audit committee financial expert.” The audit committee oversees our accounting and financial reporting processes and the audits of the financial statements of our company.
The audit committee oversees our accounting and financial reporting processes and the audits of the financial statements of our company.
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 a Schedule 13G filed with the SEC by Xiaomi Corporation, People Better Limited, and Fast Pace Limited on February 13, 2020.
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.
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 July 2016. From February 2014 to February 2015, Mr. Liao served as the chief representative of UBS AG’s Beijing representative office, working at its investment banking division. Prior to joining UBS, Mr.
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.
Wu, with the voting rights entrusted to him under the 2018 and 2019 Performance Incentive Plan, is able to exercise 55.48% of the aggregate voting power of our total issued and outstanding share capital. As such, Mr.
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.
In addition, as of the date of March 31, 2024, options to purchase 199,230,744 and 25,047,401 Class A ordinary shares have been granted and are outstanding, along with 182,960,972 and 79,827,864 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, 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.
He currently serves as a director for Ningxia Haozhong Management Consulting Center LLP and Beijing Yian Management & Consulting Co., Ltd. Mr. Wu obtained both bachelor’s and master’s degrees in computer science and technology from Tsinghua University. Mr. John Fei Zeng has served as our Chief Financial Officer since October 2018 and served as our director since September 5, 2022.
Wu obtained both bachelor’s and master’s degrees in computer science and technology from Tsinghua University. Mr. John Fei Zeng has served as our Chief Financial Officer since October 2018 and served as our director since September 5, 2022. Between 2010 and 2012, Mr. Zeng worked at the equity sales team of CICC.
Yang was the co-founder and president of Black Fish Group Limited from 2017 to 2021. 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.
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.
Xiaomi Corporation, a Cayman Islands company listed on the Hong Kong Stock Exchange (stock code: 01810), through its wholly-owned BVI company, Fast Pace Limited, holds 100% of the equity interests in People Better Limited. 3. Representing 180,756,765 Class A ordinary shares held by Tigerex Holding Limited, a BVI company. Mr.
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.
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, and the exercise prices were set deep out-of-the-money, with a relatively low probability of being exercised.
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.
As of December 31, 2023, we had 1,109 employees, with 911 based in Chinese mainland and Hong Kong, 76 based in the United States, 51 based 128 Table of Contents in Singapore, 40 based in New Zealand, 19 based in Australia and 12 based in another country.
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.
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. There are no familial relationships among any of the Company’s directors or senior managers set forth above.
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.
We intend to undertake reasonable efforts to meet the diversity objectives of Rule 5605(f)(2)(B) and (D), as applicable, in the coming year, but we may not achieve this goal. Committees of the Board of Directors The Company’s board of directors has three committees: an audit committee, a compensation committee and a nominating and corporate governance committee.
We intend to undertake reasonable efforts to meet the diversity objectives set forth by our board of directors. Committees of the Board of Directors The Company’s board of directors has three committees: an audit committee, a compensation committee and a nominating and corporate governance committee. Charters have been adopted for each committee. Each committee’s members and functions are described below.
Tianhua Wu; and (iii) 37,764,395 Class A Ordinary Shares held by Kastle Limited, a subsidiary of the Company, for the benefit of certain participants of the Plans, with the voting rights attached thereto irrevocably entrusted to Mr. Tianhua Wu. 5. Represents 97,611,722 Class B Ordinary Shares held by Sky Fintech Holding Limited, which are beneficially owned by Mr.
Represents 97,611,722 Class B Ordinary Shares held by Sky Fintech Holding Limited, which are beneficially owned by Mr. Tianhua Wu through Tiger Family Trust. Sky Fintech Holding Limited is indirectly wholly-owned by Lightspeed Rise Holdings Limited, a BVI company, through its wholly-owned subsidiary, Sky Tiger Investment Holding Limited, a BVI company.
Removed
Liao was a vice president in the investment banking division of Morgan Stanley Asia from August 2006 to August 2008. Mr. Liao currently serves as an independent director of Gaotu Techedu Inc. (NYSE: GOTU). Mr.
Added
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.
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Employment Agreements and Indemnification Agreements We have entered into employment agreements with each of our executive officers.
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There are no familial relationships among any of the Company’s directors or senior managers set forth above.
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Under these agreements, we agree to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being a director or officer of our company.
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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.
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Xian Wang from the Company’s board of directors in 2022. 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.
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Below is a breakdown of employees by their departments as of December 31, 2023.
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Binsen Tang, a PRC resident, is a director of, and has the ultimate control in, Tigerex Holding Limited. 180,756,765 Class A ordinary shares were in the form of ADS. 4. Representing (i) 240,000,000 Class A Ordinary Shares in the form of ADSs held by Sky Fintech Holding Limited, which are beneficially owned by Mr.
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Mr. Tianhua Wu is the settlor of the Tiger Family Trust and Mr. Tianhua Wu and his family are the trust’s beneficiaries. Under the terms of this trust, Mr.
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As of March 31, 2024, none of the call options were exercised due to the deep out-of-the-money strike price. Consequently, the covered shares, which are owned by Mr. Wu, have not been transferred. 7. Represents 21,195,990 Class A Ordinary Shares in the form of ADSs as of March 31, 2024 issued to Mr.
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Lei Fang under the UP Fintech Holding Limited Share Incentive Plan by exercise of awards thereof, with the voting rights attached thereto irrevocably entrusted to Mr. Tianhua Wu. We have a dual-class share structure. Our outstanding ordinary shares consist of Class A ordinary shares and Class B ordinary shares, and Mr.
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Wu is able to control any actions that require shareholder approval under Cayman Islands law, our memorandum and articles of association, and the Nasdaq requirements. Holders of Class A ordinary shares and Class B ordinary shares have the same rights except for voting and conversion rights.

Item 7. Management's Discussion & Analysis

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

6 edited+0 added−1 removed12 unchanged
Biggest changeShare Incentive Plan See Item 6.B “Compensation - Compensation of Directors and Executive Officers.” 132 Table of Contents Other Transactions with Related Parties Transactions with Alphalion Technology Holding Limited and its affiliates (“Alphalion Group”) 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.
Biggest changeShare 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.
To comply with these foreign ownership restrictions, we operate our business in China through a series of contractual arrangements with Beijing Rongke and Beijing Yiyi, and their respective shareholders. For a description of these contractual arrangements, see Item 4 “Information on the Company.” Employment Agreements and Indemnification Agreements We have entered into employment agreements with each of our executive officers.
To comply with these foreign ownership restrictions, we operate our business in China through a series of contractual arrangements with Beijing Rongke and Beijing Yiyi, and their respective shareholders. For a description of these contractual arrangements, see Item 4 “Information on the Company.” Employment Agreements We have entered into employment agreements with each of our executive officers.
Transactions with Directors and Executive Officers We provided brokerage services to our directors and executive officers. These services are provided in the ordinary course of business and are made on substantially the same terms as those prevailing at the same time for comparable transactions with unaffiliated persons.
Transactions with Directors and Executive Officers We provided brokerage services to our directors and executive officers. These services are provided in the ordinary course of business and are made on substantially similar terms as those prevailing at the same time for comparable transactions with unaffiliated persons.
Revenue earned by providing brokerage services and margin loans to such directors and executive officers amounted to US$1.5 million for the year ended 2023. 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$1.4 million for the year ended 2024. C. Interests of Experts and Counsel Not applicable.
As of December 31, 2023, 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 2023, IT service fee paid to Alphalion Group was US$0.15 million.
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.
Amounts due from related parties in the consolidated balance sheets as of December 31, 2023, were receivable from such directors and executive officers and amounted to US$7.0 million. Amounts due to directors and executive officers amounted to US$10.1 million at the end of December 31, 2023.
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.
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We have also entered into indemnification agreements with each of our directors and executive officers. Under these agreements, we agree to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being a director or officer of our company.

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