UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES ACT OF 1933

Release No. 11206 / July 3, 2023

SECURITIES EXCHANGE ACT OF 1934

Release No. 97829 / July 3, 2023

ACCOUNTING AND AUDITING ENFORCEMENT

Release No. 4425 / July 3, 2023

ADMINISTRATIVE PROCEEDING

File No. 3-21511

ORDER INSTITUTING CEASE-AND-DESIST 

PROCEEDINGS PURSUANT TO SECTION 

8A OF THE SECURITIES ACT OF 1933 AND 

SECTION 21C OF THE SECURITIES 

EXCHANGE ACT OF 1934, MAKING 

FINDINGS, AND IMPOSING A CEASE-ANDDESIST ORDER

I.

The Securities and Exchange Commission (“Commission”) deems it appropriate that 

cease- and-desist proceedings be, and hereby are, instituted pursuant to Section 8A of the 

Securities Act of 1933 (“Securities Act”) and Section 21C of the Securities Exchange Act of 1934 

(“Exchange Act”) against Future FinTech Group Inc. (“FTFT” or “Respondent”).

II.

In anticipation of the institution of these proceedings, Respondent submitted an Offer of 

Settlement (the “Offer”) which the Commission has determined to accept. Solely for the 

purpose of these proceedings and any other proceedings brought by or on behalf of the 

Commission, or to which the Commission is a party, and without admitting or denying the 

findings herein, except as to the Commission’s jurisdiction over it and the subject matter of 

these proceedings, which are admitted, Respondent consents to the entry of this Order Instituting 

Cease-and-Desist Proceedings Pursuant to Section 8A of the Securities Act of 1933 and Section 

21C of the Securities Exchange Act of 1934, Making Findings, and Imposing A Cease-andDesist Order (“Order”), as set forth below.

In the Matter of

Future FinTech Group Inc.,

Respondent.
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III.

On the basis of this Order and Respondent’s Offer, the Commission finds1that:

Summary

These proceedings arise out of, and this Order covers, recurring material misstatementsin the 

financialstatements of Future FinTech Group Inc. (“FTFT”) during a three year period. The 

misstatements included material errors for the carrying amount of investments during the fiscal 

years of 2016, 2017, and 2018 (the “relevant period”). Additionally, as disclosed in FTFT’sfilings 

with the Commission, FTFT has had recurring material weaknesses in its Internal Control over 

Financial Reporting and repeatedly failed to remediate them.

Respondent

Future FinTech Group Inc., is a Florida corporation (formerly doing business as

SkyPeople Fruit Juice, Inc.) that engaged in the production and sale of fruit juice, purees, and 

concentrates, with operations in the People’s Republic of China and is headquartered in Beijing, 

China. In 2018 FTFT changed its business model to include block chain technology and an ecommerce platform. FTFT is a public issuer whose ordinary shares are registered with the 

Commission pursuant to Exchange Act Section 12(b). FTFT’s shares are traded on the NASDAQ 

under the symbol FTFT.

Facts

1. During the relevant period, FTFT experienced a series of setbacks that resulted in 

a continuous decline in the economic condition of its core business. As a result, certain assets 

experienced various triggering events throughout the relevant period that required FTFT to test 

those assets for recoverability and record impairment losses in the event an asset’s carrying value 

exceeded its fair value.

2. ASC Topic 360, Property, Plant, and Equipment, requires an issuer to recognize 

an impairment loss if the carrying amount of a long-lived asset is not recoverable and exceeds its 

fair value and provides examples of circumstances for when an asset or asset group must be 

tested for recoverability as the result of events or changes in circumstances that indicate a 

carrying amount may not be recoverable. Such circumstances include a significant adverse 

change in the extent or manner in which a long-lived asset is used, a current-period operating or 

cash flow loss combined with a history of operating or cash flow losses, or a projection or 

forecast that demonstrates continuing losses associated with the use of a long-lived asset.

1 The findings herein are made pursuant to Respondent’s Offer of Settlement and are not binding on any other 

person or entity in this or any other proceeding.
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3. Throughout the relevant period, FTFT experienced various events or changes in 

circumstances that indicated the carrying amounts of certain assets may not have been 

recoverable. As disclosed in its Form 10-K filings for fiscal years 2015 through 2018, FTFT 

stated that some of its fruit juice related businesses were experiencing significant adverse 

changes in the business climate, including limited or no production and sustained operating 

losses that would affect certain assets. Moreover, over the course of the relevant period, despite 

disclosing the adverse business conditions, FTFT did not recognize those losses in its financial 

statements in accordance with ASC Topic 360 due to insufficient internal accounting controls, 

including an insufficient understanding of GAAP. FTFT’s assertion that its assets were carrying 

at the appropriate value was not substantiated with sufficient evidence or documentation.

4. Examples of this are seen in the following operating subsidiaries of FTFT:

a. Huludao Wonder

i. In FTFT’s Management Discussion and Analysis (“MD&A”) of its Form 

10-K for the fiscal year ended December 31, 2016, the company disclosed that its subsidiary, 

Huludao Wonder (“Huludao”), which produced concentrated apple juice, was being wound 

down after years of operating losses. The disclosure suggested that equipment would be 

transferred to another subsidiary, that land and facilities would be sold upon favorable 

circumstances, and that the book value of the subsidiary’s land usage rights and building was 

“lower than its fair market value, less the cost to sell.” Similar disclosures were made in the

Forms 10-K for fiscal years 2017 and 2018, and the company recorded fixed asset impairment 

losses of $2.4 million in 2016, and $11.3 million in 2017. However, FTFT’s process to test for 

impairment and measure any related impairment loss was insufficient. As such, FTFT’s asserted 

carrying amounts for assets related to Huludao were unsupported.

ii. For example, FTFT’s board of director minutes for fiscal year 2016 

document a decision to recognize a full impairment for Huludao’s equipment assets. However, 

FTFT did not record full impairment losses in the audited financial statements in its Form 10-K 

filing for fiscal year 2016. More significantly, the land and equipment were used by Huludao as 

collateral for a loan on which Huludao had defaulted.

b. Suizhong Project

i. This project involved the construction of facilities to support FTFT’s fruit 

juice business. FTFT reported related assets including an office building, dormitory, refrigeration 

storage facility, and warehouse. The company disclosed in the MD&A of its Form 10-K for the 

fiscal year 2015 that work on the project had been suspended because of heavy competition in

the fruit juice business. In the Form 10-K for fiscal year 2016, the company’s MD&A 

disclosures indicated that the situation had not changed. Nonetheless, despite these significant 

adverse changes to the business climate and a lack of any operating cash flow over multiple 

years, FTFT failed to perform sufficient recoverability analyses and had insufficient basis for the
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carrying amounts of these assets.

ii. In the fiscal year 2017 Form 10-K, FTFT recorded impairment losses of

$25.06 million, equaling their construction costs and nearly their entire investment.

c. Guo Wei Mei

i. Shaanxi Guo Wei Mei Kiwi Deep Processing Co., Ltd. (“Guo Wei Mei”), 

a subsidiary of a subsidiary called Hede Jiachaan Xian, was supposed to produce kiwi fruit juice, 

puree, and cider beverages. Since its establishment in 2013, it had not become operable and 

FTFT disclosed in its fiscal years 2015 and 2016 Forms 10-K that it projected completing 

construction in the second quarter of 2017. However, the fiscal year 2017 Form 10-K disclosed 

in its MD&A and footnote disclosure that the Chinese government had recently tightened 

environmental regulations, that the company was in the process of adapting to the new standards, 

that the project had been delayed and construction stopped in early 2017, and most importantly: 

“Since the [c]ompany’s current cash cannot support the future input of this project and there is

no forecasted cash flow from this project, the [c]ompany recorded an impairment cost of $30.26 

million with respect to construction in progress and fixed assets of this project.”

ii. In its Form 10-K for 2018, FTFT inconsistently disclosed that it recorded 

an impairment loss of $25.19 million in the footnotes for its financial statements compared to a

$45 million impairment loss in the MD&A. In addition to the inconsistency of the disclosure, the 

disclosures contained no additional relevant facts as to why the additional impairment was not 

recorded earlier in fiscal 2017 nor justification for recording the impairment loss in fiscal 2018.

d. Yingkou

i. In the fiscal year 2015 Form 10-K that FTFT filed in November 2016, 

FTFT disclosed in the MD&A that a concentrated apple juice business operating in a subsidiary 

called Yingkou had no production activity, had not operated in the past two years, and was 

recognizing a $2.38 million impairment loss with respect to its production equipment. Notably 

the MD&A sections of the subsequent filings contained inconsistencies. In its Form 10-K for 

fiscal year 2016, the company disclosed in the MD&A that it had recognized a $2.1 million 

impairment loss in 2016 with respect to the concentrated fruit juice equipment. However, in its 

Form 10-K for the fiscal year 2017, FTFT’s filing disclosed in the MD&A that it recognized an 

impairment loss of $2.1 million in 2017 and $0 in 2016. And finally, in its Form 10-K for fiscal 

year 2018, it disclosed in the MD&A that it had recorded an impairment loss of $4.36 million for 

2018.

ii. Contrary to these inconsistent disclosures, FTFT actually did not record 

any impairment losses for Yinkou in 2016 and 2017 in its financial statements, but did recognize 

impairment of the remaining value of the asset in 2018.

5. FTFT recorded impairment losses of $4.5 million in fiscal year 2016, $89 million 

in fiscal year 2017, and $178 million in fiscal year 2018. However, as a result of the above
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failure to perform appropriate recoverability testing during the relevant period, those numbers 

were unsupported and materially misstated. The financial statements for fiscal years 2016 and 

2017 should have included losses that were not taken until later years, and the financial 

statements for fiscal years 2017 and 2018 included losses that should have been taken in earlier 

years.

6. In addition to the accounting errors identified above, FTFT’s Forms 10-K during 

the relevant period contained numerous errors and inconsistencies. For instance, for the fiscal 

year 2017 Form 10-K, FTFT described the impairment for Huludao as either $11.76 million 

(p.40), $11.34 million (p.50) or $11.33 million (p.F-7). Similarly the fiscal year 2018 Form 10-K 

described the impairment for Huludao as $1.07 million (p.59) or $10.78 million in fixed assets 

and $2.2 million in inventory (p.62). The fiscal year 2018 Form 10-K also disclosed that 

impairments in both 2017 and 2018 were taken for “concentrated fruit juice production 

equipment” (p.59), while FTFT did not actually record any impairment losses in 2018.

7. While FTFT’s Forms 10-K for fiscal years 2016, 2017, 2018, and 2019 disclosed 

that the company had effective Internal Control over Financial Reporting, the company’s Forms 

10-Q reflected material weaknesses in multiple quarters of every year except for 2019. 

Specifically, the company identified material weaknesses in all three quarters of fiscal years 

2016 and 2017, and the second and third quarters of fiscal year 2018. The Forms 10-Q in 2019 

contained no language regarding the effectiveness of its internal control over financial reporting.

8. Starting with the Form 10-Q for the first quarter of fiscal year 2020, FTFT’s 

Forms 10-Q and 10-K have all disclosed the company’s Internal Control over Financial 

Reporting were ineffective because of material weaknesses.

9. As a result, for the fiscal year 2016 forward, seventeen out of twenty-one 

quarterly filings disclosed material weakness in Internal Control over Financial Reporting. In 

each instance, the material weakness was due to the fact that the company lacked “sufficient 

accounting personnel with the appropriate level of knowledge, experience and training in U.S. 

GAAP and SEC reporting requirements.” Although the filings repeatedly described efforts to 

remediate this problem, the material weakness persisted, as exemplified by the company’s last 

three Forms 10-K. The company’s most recent Form 10-K, filed on April 19, 2023, again notes 

a material weakness “related to our lack of U.S. GAAP and SEC reporting experience,” with 

plans to purportedly address that weakness.

10. During and soon after the relevant period, FTFT offered and sold securities in a 

number of transactions, including on a registered basis.

Violations

11. As a result of the conduct described above, FTFT violated Section 17(a)(2) and (3) 

of the Securities Act, which prohibit FTFT from obtaining money or property by means of any 

untrue statement of a material fact or any omission to state a material fact necessary in order to
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make the statements made, in light of the circumstances under which they were made, not 

misleading and engaging in any transaction, practice, or course of business which operates or 

would operate as a fraud or deceit upon the purchaser in connection with the offer or sale of 

securities.

12. Section 13(a) of the Exchange Act requires issuers with a class of securities 

registered pursuant to Section 12 of the Exchange Act to file such periodic and other reports as the 

Commission may prescribe and in conformity with such rules as the Commission may promulgate. 

Exchange Act Rules 12b-20, 13a-1 and 13a-13 require the filing of annual and quarterly reports, 

respectively. As a result of the conduct described above, FTFT violated Section 13(a) of the 

Exchange Act and Rules 12b-20, 13a-1 and 13a-13 promulgated thereunder.

13. As a result of the conduct described above, FTFT violated Section 13(b)(2)(A) of 

the Exchange Act, which requires companies with a class of securities registered pursuant to 

Section 12 of the Exchange Act to make and keep books, records and accounts which, in reasonable 

detail, accurately and fairly reflect their transactions and dispositions of their assets.

14. As a result of the conduct described above, FTFT violated Section 13(b)(2)(B) of 

the Exchange Act, which requires companies with a class of securities registered pursuant to 

Section 12 of the Exchange Act to devise and maintain a system of internal accounting controls 

sufficient, among other things, to permit preparation of financial statements in conformity with 

GAAP or any other criteria applicable to such statements. FTFT also violated Exchange Act Rule 

13a-15(a), which requires issuers to maintain internal control over financial reporting as defined 

in Rule 13a-15(f).

Undertakings

Respondent has undertaken to:

15. Retain, within sixty (60) days of the date of entry of the Order, at its own expense, 

a qualified independent consultant (the “Consultant”) not unacceptable to the Commission staff, 

to test, assess, and review Respondent’s internal accounting controls and internal control over 

financial reporting (collectively, “review). The Consultant’s review shall include the following 

areas:

a. The implementation, effectiveness and sufficiency of FTFT’s internal 

accounting controls. The review shall include, but not be limited to, a 

review of the manner and means the company accounts for asset 

valuations and impairments, including but not limited to the Respondent’s 

policies, practices, procedures, and controls, relating to (i) asset valuation, 

and (ii) the assessment and testing of assets for impairment;

b. FTFT’s compliance with Commission requirements related to internal
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control over financial reporting, including but not limited to the adequacy of 

FTFT’s control environment and risk assessment based upon criteria 

established in the Internal Control – Integrated Framework (2013) by the 

Committee of Sponsoring Organizations of the Treadway Commission 

(“COSO”);

c. FTFT’s employment of a sufficient number of accounting and finance 

personnel with an understanding of GAAP and financial reporting 

requirements, as well as the reporting lines of accounting and finance 

personnel to management and the Board of Directors; and

d. FTFT’s training of its employees on matters related to GAAP as well as 

financial reporting requirements.

16. Provide, within seventy-five (75) days of the issuance of this Order, a copy of the 

engagement letter detailing the Consultant’s scope of work and responsibilities to Sheldon 

Pollock, Esq. at the SEC’s New York Regional Office, 100 Pearl Street, Suite 20-100, New 

York, NY 10004-2616.

17. Require the Consultant, at the conclusion of the review, which in no event shall be 

no more than 180 days after the entry of the Order, to submit a report of the Consultant to the 

Respondent and the Commission staff. The report shall address the Consultant’s findings and 

shall include a description of the review performed, the conclusions reached, and the 

Consultant’s recommendations for changes or improvements.

18. Adopt, implement, and maintain all policies, procedures and practices 

recommended in the report of the Consultant within 120 days of receiving the report from the 

Consultant. As to any of the Consultant’s recommendations about which the Respondent and the 

Consultant do not agree, such parties shall attempt in good faith to reach an agreement within 

180 days of the date of the entry of the Order. In the event that the Respondent and the 

Consultant are unable to agree on an alternative proposal, the Respondent will abide by the 

determination of the Consultant and adopt those recommendations deemed appropriate by the 

Consultant.

19. Cooperate fully with the Consultant in its review, including making such 

information and documents available as the Consultant may reasonably request, and by 

permitting and requiring the Respondent’s employees and agents to supply such information and 

documents as the Consultant may reasonably request, subject to any applicable privilege.

20. To ensure the independence of the Consultant, the Respondent (i) shall not have 

received legal, auditing, or other services from, or have had any affiliations with, the Consultant 

during the two years prior to the issuance of this Order; (ii) shall not have the authority to 

terminate the Consultant without prior written approval of the Commission staff; and (iii) shall 

compensate the Consultant for services rendered pursuant to the Order at their reasonable and 

customary rates.
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21. For the period of engagement and for a period of two years from completion of 

the engagement, Respondent shall not (i) retain the independent Consultant for any other 

professional services outside of the services described in this Order; (ii) enter into any other 

professional relationship with the independent Consultant, including any employment, 

consultant, attorney-client, auditing or other professional relationship; or (iii) enter, without prior 

written consent of the Commission staff, into any such professional relationship with any of the 

independent Consultant’s present or former affiliates, employers, directors, officers, employees, 

or agents acting in their capacity as such.

22. The reports by the Consultant will likely include confidential financial, 

proprietary, competitive business or commercial information. Public disclosure of the reports 

could discourage cooperation, impede pending or potential government investigations or 

undermine the objectives of the reporting requirement. For these reasons, among others, the 

reports and the contents thereof are intended to remain and shall remain non-public, except (1) 

pursuant to court order, (2) as agreed to by the parties in writing, (3) to the extent that the 

Commission determines in its sole discretion that disclosure would be in furtherance of the 

Commission’s discharge of its duties and responsibilities, or (4) is otherwise required by law.

23. Require the Consultant to report to the Commission staff on its activities as the 

staff may request.

24. Respondent agrees that the Commission staff may extend any of the dates set forth 

above at its discretion.

25. Certify, in writing, compliance with the undertaking(s) set forth above. The 

certification shall identify the undertaking(s), provide written evidence of compliance in the form 

of a narrative, and be supported by exhibits sufficient to demonstrate compliance. The 

Commission staff may make reasonable request for further evidence of compliance, and the 

Respondent agrees to provide such evidence. The certification and reporting material shall be 

submitted to Sheldon Pollock, Esq. at the SEC’s New York Regional Office, 100 Pearl Street, 

Suite 20-100, New York, NY 10004-2616, with a copy to the Office of the Chief Counsel of the 

Division of Enforcement, no later than thirty (30) days from the date of the completion of the 

undertakings.

IV.

In view of the foregoing the Commission deems it appropriate to impose the sanctions 

agreed to in FTFT’s Offer.

Accordingly, it is hereby ORDERED that:

A. Pursuant to Section 8A of the Securities Act and Section 21C of the Exchange Act, 

Respondent FTFT cease and desist from committing or causing any violations and any future
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violations of Sections 17(a)(2) and (3) of the Securities Act, Sections 13(a), 13(b)(2)(A) and 

13(b)(2)(B) of the Exchange Act, and Rules 12b-20, 13a-1, 13a-13 and 13a-15(a) thereunder.

B. Respondent FTFT shall pay a civil money penalty in the amount of $1,650,000 to 

the Securities and Exchange Commission for transfer to the general fund of the United States 

Treasury, subject to Exchange Act Section 21F(g)(3). Payment shall be made in the

following installments: The first installment of $150,000 shall be paid within ten (10) 

days of the entry of this Order; the second installment of $375,000 shall be paid within 90 days 

of the entry of this Order; the third installment of $375,000 shall be paid within 180 days of the 

entry of this Order; the fourth installment of $375,000 shall be made within 270 days of the entry 

of this Order; and the last installment of $375,000 shall be made within 360 days of the entry of 

this Order. Payments shall be applied first to post order interest, which accrues pursuant to 31

U.S.C. 3717. Prior to making the final payment set forth herein, Respondent shall contact the 

staff of the Commission for the amount due. If Respondent fails to make any payment by the date 

agreed and/or in the amount agreed according to the schedule set forth above, all outstanding 

payments under this Order, including post-order interest, minus any payments made,shall become due 

and payable immediately at the discretion of the staff of the Commission without further application to 

the Commission.

Payment must be made in one of the following ways:

(1) Respondents may transmit payment electronically to the Commission, 

which will provide detailed ACH transfer/Fedwire instructions upon 

request;

(2) Respondents may make direct payment from a bank account via Pay.gov 

through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or

(3) Respondents may pay by certified check, bank cashier’s check, or United 

States postal money order, made payable to the Securities and Exchange 

Commission and hand-delivered or mailed to:

Enterprise Services Center 

Accounts Receivable Branch 

HQ Bldg., Room 181, AMZ-341

6500 South MacArthur Boulevard 

Oklahoma City, OK 73169

Payments by check or money order must be accompanied by a cover letter identifying 

FTFT as a Respondent in these proceedings, and the file number of these proceedings; a copy of 

the cover letter and check or money order must be sent to Sheldon Pollock, Esq. at the SEC’s 

New York Regional Office, 100 Pearl Street, Suite 20-100, New York, NY 10004-2616.

C. Amounts ordered to be paid as civil money penalties pursuant to this Order shall 

be treated as penalties paid to the government for all purposes, including all tax purposes. To
preserve the deterrent effect of the civil penalty, Respondent agrees that in any Related Investor 

Action, it shall not argue that it is entitled to, nor shall it benefit by, offset or reduction of any 

award of compensatory damages by the amount of any part of Respondent’s payment of a civil 

penalty in this action ("Penalty Offset"). If the court in any Related Investor Action grants such a 

Penalty Offset, Respondent agrees that it shall, within 30 days after entry of a final order

granting the Penalty Offset, notify the Commission's counsel in this action and pay the amount of 

the Penalty Offset to the Securities and Exchange Commission. Such a payment shall not be 

deemed an additional civil penalty and shall not be deemed to change the amount of the civil 

penalty imposed in this proceeding. For purposes of this paragraph, a "Related Investor Action" 

means a private damages action brought against Respondent by or on behalf of one or more 

investors based on substantially the same facts as alleged in the Order instituted by the 

Commission in this proceeding.

D. Respondent shall comply with the undertakings enumerated in paragraphs III.15 

through III.25 above.

By the Commission.

Vanessa A. Countryman 

Secretary