UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________ Commission file number: 001-36055 BAIYU HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other ...

[PART I. FINANCIAL INFORMATION](index=3&type=section&id=PART%201.%20FINANCIAL%20INFORMATION) [Financial Statements](index=3&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) The company's unaudited statements show increased assets and liabilities, a net loss of $3.7 million for the nine-month period, and a retroactive 50-for-1 stock split Consolidated Balance Sheets | | September 30, 2023 | December 31, 2022 | | :--- | :--- | :--- | | **Total Assets** | $415,212,322 | $363,097,798 | | **Total Liabilities** | $70,774,038 | $65,123,629 | | **Total Equity** | $344,438,284 | $297,974,169 | Consolidated Statements of Operations | | For the Nine Months Ended September 30, 2023 | For the Nine Months Ended September 30, 2022 | | :--- | :--- | :--- | | **Total Revenue** | $103,001,660 | $139,731,066 | | **Gross Profit (Loss)** | ($146,946) | $876,285 | | **Net Income (Loss)** | ($3,707,295) | $4,323,050 | | **Basic EPS** | ($1.21) | $4.71 | Consolidated Statements of Cash Flows | | For the Nine Months Ended September 30, 2023 | For the Nine Months Ended September 30, 2022 | | :--- | :--- | :--- | | **Net Cash from Operating Activities** | $1,053,819 | $3,604,608 | | **Net Cash Used in Investing Activities** | ($64,651,465) | ($63,248,744) | | **Net Cash from Financing Activities** | $56,004,311 | $59,889,728 | - On October 30, 2023, the Company **completed a 50-for-1 reverse stock split**, with all share and per-share amounts retroactively restated[7](index=7&type=chunk)[9](index=9&type=chunk)[15](index=15&type=chunk) [Notes to Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Notes detail the PRC-based business, accounting policies, a significant rise in loans receivable, and material weaknesses in internal controls - The company, renamed **BAIYU Holdings, Inc.** in October 2023, primarily engages in commodity trading and supply chain management in the PRC[26](index=26&type=chunk) - **Loans receivable from third parties increased significantly** to $201.96 million as of September 30, 2023, from $143.17 million at year-end 2022[41](index=41&type=chunk) - The company holds **$155.4 million in goodwill**, which was not impaired, and $46.6 million in net intangible assets[48](index=48&type=chunk)[49](index=49&type=chunk)[51](index=51&type=chunk) - Several convertible promissory notes were settled through the issuance of common stock during 2023[65](index=65&type=chunk)[66](index=66&type=chunk) - Subsequent to the quarter, the company effected a **50-for-1 reverse stock split** and began trading under the new ticker 'BYU'[104](index=104&type=chunk)[105](index=105&type=chunk)[106](index=106&type=chunk) - Management identified **material weaknesses in internal controls**, citing a lack of personnel with U.S. GAAP expertise and inadequate formal procedures[157](index=157&type=chunk)[158](index=158&type=chunk) [Management's Discussion and Analysis (MD&A)](index=29&type=section&id=ITEM%202.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Management attributes a 26% nine-month revenue decline and a shift to a $3.7 million net loss to China's economic slowdown and higher SG&A expenses [Results of Operations](index=30&type=section&id=Results%20of%20Operations) Revenue declined 10% in Q3 and 26% over nine months YoY, turning a prior-year profit into a $3.7 million net loss due to lower sales and higher SG&A Quarterly Performance (Q3 2023 vs Q3 2022) | | Q3 2023 | Q3 2022 | Change (%) | | :--- | :--- | :--- | :--- | | **Total Revenue** | $33,911,726 | $37,888,555 | (10)% | | **Gross Profit (Loss)** | ($23,237) | ($119,782) | (81)% | | **Net Income** | $679,658 | $1,303,922 | (48)% | Nine-Month Performance (9M 2023 vs 9M 2022) | | 9M 2023 | 9M 2022 | Change (%) | | :--- | :--- | :--- | :--- | | **Total Revenue** | $103,001,660 | $139,731,066 | (26)% | | **Gross Profit (Loss)** | ($146,946) | $876,285 | (117)% | | **Net Income (Loss)** | ($3,707,295) | $4,323,050 | (186)% | - The **26% revenue decrease** for the nine-month period was attributed to COVID-19 impacts and RMB depreciation against the USD[133](index=133&type=chunk) - **SG&A expenses increased by 132%** YoY for the nine-month period, driven by a $3.06 million rise in intangible asset amortization[139](index=139&type=chunk) [Liquidity and Capital Resources](index=35&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintained liquidity through $56.0 million in financing activities, offsetting cash used in investing and ensuring sufficient working capital | Cash Flow Summary (9M 2023 vs 9M 2022) | 9M 2023 | 9M 2022 | | :--- | :--- | :--- | | **Net Cash Provided by Operating Activities** | $1,053,819 | $3,604,608 | | **Net Cash Used in Investing Activities** | ($64,651,465) | ($63,248,744) | | **Net Cash Provided by Financing Activities** | $56,004,311 | $59,889,728 | - Financing activities included **$42.35 million from a private placement** and proceeds from a direct offering and convertible notes[143](index=143&type=chunk)[149](index=149&type=chunk) - Investing activities were dominated by a net disbursement of **$64.6 million in loans** to third parties[148](index=148&type=chunk) - The company reported **positive working capital of $192 million** and believes it can continue as a going concern[142](index=142&type=chunk)[143](index=143&type=chunk) [Controls and Procedures](index=38&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) Management concluded that disclosure controls and procedures were ineffective due to identified material weaknesses in internal financial reporting - Disclosure controls and procedures were deemed **ineffective** as of September 30, 2023[156](index=156&type=chunk) - **Material weaknesses** were identified, including a lack of U.S. GAAP expertise and insufficient formal accounting policies and procedures[157](index=157&type=chunk)[158](index=158&type=chunk) - No material changes were made to internal controls during the quarter[160](index=160&type=chunk) [PART II. OTHER INFORMATION](index=39&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Other Information](index=39&type=section&id=Other%20Information%20Summary) The company reports no material changes to risk factors and details the issuance of common stock from convertible note conversions - There were **no material changes** to the risk factors disclosed in the company's annual report on Form 10-K[162](index=162&type=chunk) - The company settled various convertible promissory notes by issuing common stock during the first nine months of 2023[163](index=163&type=chunk)[164](index=164&type=chunk) - The company reports **no legal proceedings**, defaults upon senior securities, or other material information for the period[162](index=162&type=chunk)[165](index=165&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Delaware 45-4077653 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 139, Xinzhou 11th Street, Futian District Shenzhen, Guangdong, PRC 518000 (Address of principal executive offices) (Zip Code) Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.001 GLG Nasdaq Capital Market FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 ...

PART 1. FINANCIAL INFORMATION [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements for the quarter ended March 31, 2023, detailing assets, revenue, net income, and financing activities [Unaudited Condensed Consolidated Financial Statements](index=3&type=section&id=Unaudited%20Condensed%20Consolidated%20Financial%20Statements) The company's total assets increased to $414.4 million, revenue decreased to $34.6 million, and net income fell to $0.45 million, with significant cash generated from financing activities Condensed Consolidated Balance Sheet Highlights (Unaudited) | Account | March 31, 2023 | December 31, 2022 | | :--- | :--- | :--- | | **Total Current Assets** | $199,018,830 | $148,566,325 | | **Total Assets** | $414,375,811 | $363,097,798 | | **Total Current Liabilities** | $24,746,002 | $23,212,031 | | **Total Liabilities** | $67,007,474 | $65,123,629 | | **Total Equity** | $347,368,337 | $297,974,169 | Condensed Consolidated Statements of Operations (Unaudited) | Account | Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | | :--- | :--- | :--- | | **Total Revenue** | $34,577,638 | $48,159,116 | | **Gross (Loss)/Profit** | $(75,641) | $556,938 | | **Net Operating Loss** | $(2,818,702) | $(1,690,769) | | **Net Income** | $451,277 | $1,593,857 | | **Net Income per Share (Basic & Diluted)** | $0.00 | $0.04 | Condensed Consolidated Statements of Cash Flows (Unaudited) | Cash Flow Activity | Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | | :--- | :--- | :--- | | **Net Cash Provided by Operating Activities** | $2,767,040 | $3,752,768 | | **Net Cash Used in Investing Activities** | $(46,689,327) | $(50,003,288) | | **Net Cash Provided by Financing Activities** | $45,909,073 | $45,500,000 | | **Net Increase/(Decrease) in Cash** | $1,087,955 | $(736,726) | | **Cash and Cash Equivalents at End of Period** | $1,981,012 | $3,574,342 | [Notes to Financial Statements](index=10&type=section&id=Notes%20to%20Financial%20Statements) The notes detail the company's structure, accounting policies, and key financial components, including significant loan expansion, equity financing, and a reverse stock split - The company primarily conducts its commodity trading and supply chain management services business in the PRC through various subsidiaries, including a VIE structure[26](index=26&type=chunk) - Loans receivable from third parties increased from **$143.2 million** at year-end 2022 to **$191.6 million** as of March 31, 2023, carrying an interest rate of **10.95%** per annum[42](index=42&type=chunk) - In January 2023, the company sold **35,000,000 shares** of common stock in a private placement for gross proceeds of **$42.35 million**[69](index=69&type=chunk) - The company settled portions of its convertible promissory notes throughout Q1 2023, converting debt into common stock[63](index=63&type=chunk)[64](index=64&type=chunk)[69](index=69&type=chunk) - A five-for-one reverse stock split of common stock was completed on August 8, 2022, with all share and per-share data retroactively restated[70](index=70&type=chunk) - Subsequent to the quarter's end, on April 5, 2023, the company settled a convertible promissory note of **$250,000** and issued **357,142 shares** of common stock[98](index=98&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=27&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's Q1 2023 financial performance, highlighting a 28% revenue decrease, a net income of $0.45 million, and significant capital raised for operations and new loans [Results of Operations](index=29&type=section&id=Results%20of%20Operations) Total revenue decreased by 28% to $34.6 million in Q1 2023, primarily due to declines in commodity sales and supply chain services, leading to a gross loss and a 72% fall in net income Comparison of Results for the Three Months Ended March 31 | Metric | 2023 | 2022 | Change (%) | | :--- | :--- | :--- | :--- | | **Total Revenues** | $34,577,638 | $48,159,116 | (28)% | | - Sales of commodity products | $34,571,288 | $47,583,965 | (27)% | | - Supply chain management services | $6,350 | $575,151 | (99)% | | **Gross (Loss)/Profit** | $(75,641) | $556,938 | (114)% | | **Operating Expenses** | $(2,743,061) | $(2,247,707) | 22% | | **Net Income** | $451,277 | $1,593,857 | (72)% | - The decrease in revenue from commodity product sales was attributed to the impact of COVID-19 and the depreciation of RMB against USD[115](index=115&type=chunk) - The increase in SG&A expenses was mainly due to a **$1.02 million** increase in amortization of intangible assets related to a software copyright acquired in October 2022[120](index=120&type=chunk) [Cash Flows and Capital Resources](index=31&type=section&id=Cash%20Flows%20and%20Capital%20Resources) The company maintained positive working capital, generated $2.8 million from operations, and raised $45.9 million through financing, primarily used for investing in third-party loans Summary of Cash Flows | Cash Flow Activity | Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | | :--- | :--- | :--- | | **Net Cash Provided by Operating Activities** | $2,767,040 | $3,752,768 | | **Net Cash Used in Investing Activities** | $(46,689,327) | $(50,003,288) | | **Net Cash Provided by Financing Activities** | $45,909,073 | $45,500,000 | - Cash used in investing activities for Q1 2023 was mainly for loans disbursed to third parties amounting to **$46.7 million**[130](index=130&type=chunk) - Financing activities in Q1 2023 included raising **$42.35 million** from private placements, **$0.56 million** from a direct offering, and **$3.0 million** from convertible notes[124](index=124&type=chunk)[131](index=131&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=33&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) This section is marked as "Not applicable," indicating the company has not provided specific quantitative and qualitative disclosures about market risk in this quarterly report - The company states this item is "Not applicable"[136](index=136&type=chunk) [Item 4. Controls and Procedures](index=33&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) Management concluded that the company's disclosure controls and procedures were not effective as of March 31, 2023, due to identified material weaknesses - Management concluded that the Company's disclosure controls and procedures were not effective as of March 31, 2023[137](index=137&type=chunk) - Material weaknesses identified include: lack of U.S. GAAP expertise among accounting staff, lack of formal procedures for revenue recognition and related-party dealings, and insufficient written accounting policies[139](index=139&type=chunk)[140](index=140&type=chunk) - There were no changes in internal control over financial reporting during the quarter that materially affected, or are reasonably likely to materially affect, the company's internal control[142](index=142&type=chunk) PART II. OTHER INFORMATION [Item 1. Legal Proceedings](index=35&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) The company reports that there were no legal proceedings during the period - The company reports "None" for legal proceedings[143](index=143&type=chunk) [Item 1A. Risk Factors](index=35&type=section&id=ITEM%201A.%20Risk%20Factors) The company states that there have been no material changes to the risk factors disclosed in its Annual Report on Form 10-K filed with the SEC on March 10, 2023 - There have been no material changes to the risk factors disclosed in the annual report on Form 10-K filed on March 10, 2023[143](index=143&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=35&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) This section discloses the issuance of common stock from the conversion of convertible promissory notes throughout the first quarter of 2023 - The company issued common stock upon the conversion of convertible promissory notes dated October 4, 2021, and May 6, 2022, with conversions occurring on multiple dates throughout Q1 2023[143](index=143&type=chunk)[144](index=144&type=chunk) [Other Items (3, 4, 5, 6)](index=35&type=section&id=Other%20Items%20%283%2C%204%2C%205%2C%206%29) The company reports no defaults on senior securities, no other material information, and notes mine safety disclosures are not applicable, while listing all filed exhibits - The company reports "None" for Item 3 (Defaults Upon Senior Securities) and Item 5 (Other Information)[144](index=144&type=chunk) - Item 4 (Mine Safety Disclosures) is reported as "Not applicable"[144](index=144&type=chunk) - Item 6 lists exhibits filed with the report, including required CEO and CFO certifications and XBRL interactive data files[146](index=146&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Title of each class registered Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.001 GLG Nasdaq Capital Market FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ...

```markdown [PART I. FINANCIAL INFORMATION](index=2&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [ITEM 1. FINANCIAL STATEMENTS](index=2&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) The unaudited condensed consolidated financial statements for the quarterly period ended June 30, 2022, show a significant increase in total assets to $274.6 million, driven by a rise in loans receivable, a shift from a net loss of $1.2 million in H1 2021 to a net income of $3.0 million in H1 2022, primarily due to increased revenue and interest income, with positive cash flow from operations and significant cash used in investing activities offset by financing from private placements and convertible notes [Unaudited Condensed Consolidated Balance Sheets](index=2&type=section&id=Unaudited%20Condensed%20Consolidated%20Balance%20Sheets) As of June 30, 2022, Total Assets increased to $274.6 million from $227.4 million at year-end 2021, primarily due to a $62.3 million increase in Loans Receivable, while Total Liabilities decreased to $28.3 million from $31.6 million, and Total Equity grew to $246.4 million from $195.9 million, mainly driven by private placements and net income Condensed Consolidated Balance Sheet Highlights (As of June 30, 2022 vs. December 31, 2021) | Account | June 30, 2022 | December 31, 2021 | | :--- | :--- | :--- | | **Total Assets** | **$274,621,691** | **$227,436,233** | | Loans receivable from third parties | $177,575,850 | $115,301,319 | | Goodwill | $67,475,493 | $71,028,283 | | **Total Liabilities** | **$28,257,438** | **$31,563,878** | | Total current liabilities | $24,249,276 | $26,799,020 | | **Total Equity** | **$246,364,253** | **$195,872,355** | [Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)](index=4&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Income%20(Loss)) For the six months ended June 30, 2022, the company reported a net income of $3.0 million, a significant turnaround from a net loss of $1.2 million in the same period of 2021, driven by a 14% increase in total revenue to $101.8 million and a 74% increase in interest income to $8.8 million, with Q2 2022 net income at $1.4 million, up from $0.4 million in Q2 2021, despite a 10% decrease in revenue Statement of Operations Summary (For the Six Months Ended June 30) | Metric | 2022 | 2021 | | :--- | :--- | :--- | | **Total Revenue** | **$101,842,511** | **$89,421,904** | | Gross Profit | $996,067 | $535,730 | | Total other income, net | $7,857,315 | $4,375,487 | | **Net Income (Loss)** | **$3,019,128** | **($1,180,420)** | | Basic and Diluted EPS | $0.01 | ($0.01) | Statement of Operations Summary (For the Three Months Ended June 30) | Metric | 2022 | 2021 | | :--- | :--- | :--- | | **Total Revenue** | **$53,683,395** | **$59,839,647** | | Gross Profit | $439,129 | $373,116 | | **Net Income** | **$1,425,271** | **$357,856** | | Basic and Diluted EPS | $0.01 | $0.00 | [Unaudited Condensed Consolidated Statements of Changes in Equity](index=6&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Equity) Total equity increased from $195.9 million at the end of 2021 to $246.4 million as of June 30, 2022, primarily driven by the issuance of common stock in private placements totaling $56.9 million and a net income of $3.0 million, partially offset by a $12.7 million loss from foreign currency translation adjustments - Key changes in equity for the six months ended June 30, 2022 include: - Issuance of common stock from private placements: **+$56.9 million** - Net income: **+$3.0 million** - Foreign currency translation adjustments: **-$12.7 million**[14](index=14&type=chunk) [Unaudited Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the six months ended June 30, 2022, net cash provided by operating activities was $0.5 million, a significant improvement from a $3.8 million use of cash in the prior year period, with net cash used in investing activities increasing to $60.1 million mainly for loans to third parties, and net cash provided by financing activities at $59.9 million primarily from private placements and convertible notes, resulting in a slight decrease in cash and cash equivalents to $3.9 million Summary of Cash Flows (For the Six Months Ended June 30) | Cash Flow Activity | 2022 | 2021 | | :--- | :--- | :--- | | Net Cash from Operating Activities | $469,839 | ($3,789,382) | | Net Cash Used in Investing Activities | ($60,102,346) | ($15,810,972) | | Net Cash from Financing Activities | $59,920,000 | $23,096,801 | | **Net (Decrease)/Increase in Cash** | **($385,652)** | **$4,196,502** | | Cash at End of Period | $3,925,416 | $6,896,515 | [Notes to Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes detail the company's business in commodity trading and supply chain management in the PRC, outlining key accounting policies under U.S. GAAP, including an error correction related to a 2021 share-based payment, elaborating on significant financial items such as a substantial increase in loans receivable, convertible notes, capital transactions from private placements, and various risks including credit, liquidity, and foreign currency, with subsequent events including further settlement of convertible notes and a planned reverse stock split to maintain Nasdaq listing compliance - The company's business involves commodity trading and supply chain management services in the PRC. It recently incorporated several new subsidiaries for e-commerce and import/export[24](index=24&type=chunk) - An error in the Q1 2021 financial statements related to a **$1.7 million** share-based payment was identified and corrected in the current period's statements for the six months ended June 30, 2021[30](index=30&type=chunk)[31](index=31&type=chunk)[32](index=32&type=chunk) - Loans receivable from third parties increased to **$177.6 million** as of June 30, 2022, from **$115.3 million** at year-end 2021. These loans carry an interest rate of **10.95%** per annum[44](index=44&type=chunk)[45](index=45&type=chunk) - The company entered into new convertible promissory note agreements and settled portions of existing ones, issuing common stock upon conversion. As of June 30, 2022, the net balance of convertible notes was **$4.4 million**[65](index=65&type=chunk)[66](index=66&type=chunk)[67](index=67&type=chunk) - In May 2022, the company raised **$11.42 million** by selling **57.1 million** shares of common stock at **$0.20 per share** in a private placement[70](index=70&type=chunk) - The company faces liquidity risk and a Nasdaq delisting risk due to its stock price falling below the **$1.00** minimum bid requirement. A reverse stock split was approved by the board to regain compliance, pending stockholder approval[99](index=99&type=chunk)[109](index=109&type=chunk)[111](index=111&type=chunk) [ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=30&type=section&id=ITEM%202.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Management discusses the company's two business lines: commodities trading and supply chain management, noting that for the first six months of 2022, revenue grew 14% to $101.8 million, driven by a strong commodity market, leading to a net income of $3.0 million versus a $1.2 million loss in the prior year, with the financial position strengthened by $59.9 million raised from private placements and convertible notes, while acknowledging challenges including intense competition, capital requirements, and temporary COVID-19 disruptions, but believing it has sufficient capital for the next 12 months [Overview](index=30&type=section&id=Overview) The company operates two primary business lines: commodities trading and supply chain management services, with the commodities trading business involving buying and selling non-ferrous metals like aluminum, copper, silver, and gold, and supply chain management services including distribution and other related services to support the trading business, generating $100.7 million in revenue from commodities trading and $1.15 million from supply chain services in the first half of 2022 - The company's two business segments are commodities trading (non-ferrous metals) and supply chain management services[114](index=114&type=chunk)[115](index=115&type=chunk) - Principal competitive factors in the non-ferrous metals trading business are price, product availability, quantity, service, and financing terms[118](index=118&type=chunk) [Results of Operations](index=32&type=section&id=Results%20of%20Operations) For the six months ended June 30, 2022, total revenue increased by 14% to $101.8 million, and the company achieved a net income of $3.0 million, compared to a net loss of $1.2 million in the prior-year period, with growth driven by a 50% increase in third-party commodity sales and a 143% increase in supply chain services revenue, while for the second quarter, revenue decreased by 10% to $53.7 million, but net income grew 298% to $1.4 million, largely due to a 48% increase in interest income and lower operating expenses Comparison of Operations (Six Months Ended June 30, 2022 vs 2021) | Metric | 2022 | 2021 | Change % | | :--- | :--- | :--- | :--- | | Total Revenue | $101,842,511 | $89,421,904 | 14% | | Gross Profit | $996,067 | $535,730 | 86% | | Net Income (Loss) | $3,019,128 | ($1,180,420) | 356% | Comparison of Operations (Three Months Ended June 30, 2022 vs 2021) | Metric | 2022 | 2021 | Change % | | :--- | :--- | :--- | :--- | | Total Revenue | $53,683,395 | $59,839,647 | (10)% | | Gross Profit | $439,129 | $373,116 | 18% | | Net Income | $1,425,271 | $357,856 | 298% | - The increase in revenue for H1 2022 is attributed to a prosperous bulk market, rising commodity prices, and a strategic focus on business in the Hainan region, which offers supportive policies[137](index=137&type=chunk) [Cash Flows and Capital Resources](index=38&type=section&id=Cash%20Flows%20and%20Capital%20Resources) The company's operations are financed through cash flow, borrowings, and equity financing, generating $0.5 million in cash from operations in the first six months of 2022, a significant improvement from the $3.8 million used in the same period of 2021, while using $60.1 million in investing activities primarily for loans, and raising $59.9 million from financing activities including private placements and convertible notes, with management believing the company has sufficient capital to continue as a going concern for the next 12 months - The company raised a total of **$59.92 million** in gross proceeds from private placements and the sale of convertible notes during the first six months of 2022[148](index=148&type=chunk)[149](index=149&type=chunk) Cash Flow Summary (Six Months Ended June 30) | Activity | 2022 | 2021 | | :--- | :--- | :--- | | Net Cash from Operating Activities | $469,839 | ($3,789,382) | | Net Cash Used in Investing Activities | ($60,102,346) | ($15,810,972) | | Net Cash from Financing Activities | $59,920,000 | $23,096,801 | [Impact of COVID-19](index=39&type=section&id=Impact%20of%20COVID-19) A wave of COVID-19 variants in China in early 2022, particularly in Shanghai, led to lockdowns that temporarily affected operations for about two weeks due to warehouse closures, however, as of June 30, 2022, business operations had not experienced any material or adverse interruptions, and management believes the financial condition was not materially impacted for the period, with the company continuing to monitor the situation - Operations in Shanghai were temporarily affected for about two weeks in early 2022 due to strict COVID-19 lockdown measures[156](index=156&type=chunk) - Management states that as of June 30, 2022, the business and financial conditions had not been materially adversely impacted by the resurgence of COVID-19[156](index=156&type=chunk) [ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](index=41&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) This section is not applicable for the reporting period - The company has indicated that this item is not applicable[164](index=164&type=chunk) [ITEM 4. CONTROLS AND PROCEDURES](index=41&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) Management concluded that the company's disclosure controls and procedures were not effective as of June 30, 2022, due to material weaknesses including a lack of personnel with sufficient U.S. GAAP knowledge, inadequate controls over related-party transactions, and insufficient written policies for financial reporting, with no changes made to internal controls during the quarter that materially affected, or are likely to materially affect, the company's internal control over financial reporting - The CEO and CFO concluded that disclosure controls and procedures were not effective as of June 30, 2022[165](index=165&type=chunk) - Material weaknesses identified include: - Lack of formal procedures for revenue recognition - Inadequate control over extensive related-party transactions - No accountant with adequate U.S. GAAP knowledge in the accounting department - Insufficient written policies for accounting and financial reporting[166](index=166&type=chunk)[167](index=167&type=chunk) - No changes were made to internal controls over financial reporting during the quarter ended June 30, 2022[169](index=169&type=chunk) [PART II. OTHER INFORMATION](index=42&type=section&id=PART%20II.%20OTHER%20INFORMATION) [ITEM 1. LEGAL PROCEEDINGS](index=42&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) The company reported no legal proceedings for the period - None[171](index=171&type=chunk) [ITEM 1A. RISK FACTORS](index=42&type=section&id=ITEM%201A.%20RISK%20FACTORS) There have been no material changes to the risk factors previously disclosed in the company's annual report on Form 10-K filed on March 16, 2022 - No material changes to risk factors from the annual report on Form 10-K filed March 16, 2022[171](index=171&type=chunk) [ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS](index=42&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) During the quarter, the company engaged in significant unregistered sales of equity securities, issuing an unsecured convertible promissory note for $3.0 million in proceeds in May 2022, and entering into a securities purchase agreement to sell 57,100,000 shares of common stock at $0.20 per share, raising $11.42 million, with subsequent settlement of $500,000 of convertible notes by issuing over 2.5 million shares of common stock in July and August 2022 - On May 6, 2022, the company issued a convertible promissory note and received proceeds of **$3,000,000**[172](index=172&type=chunk) - On May 27, 2022, the company agreed to sell **57,100,000 shares** of Common Stock at **$0.20 per share**, receiving proceeds of **$11,420,000** in June 2022[173](index=173&type=chunk) - In July and August 2022, the company settled **$500,000** in convertible promissory notes by issuing a total of **2,557,477 shares** of common stock[173](index=173&type=chunk) [ITEM 5. OTHER INFORMATION](index=42&type=section&id=ITEM%205.%20OTHER%20INFORMATION) The company reported no other information for the period - None[174](index=174&type=chunk) [ITEM 6. EXHIBITS](index=43&type=section&id=ITEM%206.%20EXHIBITS) This section lists the exhibits filed with the Form 10-Q, including corporate governance documents, securities purchase agreements, convertible promissory notes, and officer certifications as required by the Sarbanes-Oxley Act - Exhibits filed include certifications from the CEO and CFO, and documents related to recent securities purchase agreements and convertible notes[176](index=176&type=chunk) ```

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________ Commission file number: 001-36055 TD Holdings, Inc. (Exact name of registrant as specified in its charter) | Delaware | 45-4077653 | | --- | -- ...

Part I [Business Description](index=5&type=section&id=Item%201.%20Description%20of%20Business) TD Holdings, Inc. operates in China through its Commodities Trading and Supply Chain Services segments, engaging in non-ferrous metal trading and supporting logistics, while funding expansion through 2021 financing activities - The company's business is centered on two core segments: Commodities Trading Business (purchasing and selling non-ferrous metals) and Supply Chain Service Business (a one-stop service platform)[15](index=15&type=chunk) FY2021 Revenue Breakdown | Business Segment | Revenue (USD) | | :--- | :--- | | Commodities Trading | $197,954,015 | | Supply Chain Management Services | $3,180,227 | - The company utilizes a "Prepaid Model" where it secures purchase orders and down payments from customers before making prepayments to upstream suppliers, thereby managing inventory risk and generating margins from purchase discounts and sales mark-ups[57](index=57&type=chunk)[58](index=58&type=chunk)[59](index=59&type=chunk) - The company's business strategy for 2022 includes expanding the variety of traded commodities (ore, crude oil, coal) and expanding its business into Southeast Asia[67](index=67&type=chunk) - Throughout 2021, the company raised significant capital through various financing activities, including private placements in January, August, and November, registered direct offerings, and the issuance of convertible promissory notes[22](index=22&type=chunk)[34](index=34&type=chunk)[36](index=36&type=chunk)[37](index=37&type=chunk)[40](index=40&type=chunk) [Risk Factors](index=23&type=section&id=Item%201A.%20Risk%20Factors) The company faces substantial risks from its volatile commodities trading, client concentration in supply chain services, operational weaknesses, potential Nasdaq delisting, and China's evolving regulatory environment - The commodities trading business is subject to risks such as effective management, integration challenges, and the cyclical and volatile nature of commodity prices[109](index=109&type=chunk)[124](index=124&type=chunk) - A substantial portion of supply chain management revenue comes from a small number of clients, making the business vulnerable to the loss of any key client or downturns in their respective sectors (energy, material, industrial)[118](index=118&type=chunk)[119](index=119&type=chunk)[121](index=121&type=chunk) - The company has identified material weaknesses in its internal control over financial reporting as of December 31, 2021, which could lead to inaccurate financial reporting and loss of investor confidence[145](index=145&type=chunk)[146](index=146&type=chunk) - The company faces risks of its common stock being delisted from Nasdaq due to failure to meet continued listing requirements, such as the minimum bid price rule[159](index=159&type=chunk)[178](index=178&type=chunk) - Operations are concentrated in the PRC, exposing the company to risks from changes in China's economic, political, and legal systems, as well as currency exchange rate fluctuations[185](index=185&type=chunk)[186](index=186&type=chunk)[192](index=192&type=chunk) [Property Description](index=38&type=section&id=Item%202.%20Description%20of%20Property) The company operates from leased principal executive offices in Shenzhen, PRC, under an agreement valid until December 2024, owning no real property - The company leases its principal executive office space in Shenzhen, PRC, under an agreement valid until December 31, 2024[195](index=195&type=chunk) [Legal Proceedings](index=38&type=section&id=Item%203.%20Legal%20Proceedings) The company is engaged in a lawsuit against Harrison Fund, LLC to recover a $1 million investment, for which a full impairment loss has been recognized - The company filed a lawsuit against Harrison Fund, LLC to recover a **$1,000,000** investment made in May 2019. A full impairment loss has been recognized for this investment due to the pending legal proceeding[195](index=195&type=chunk)[196](index=196&type=chunk) Part II [Market for Common Equity and Related Stockholder Matters](index=39&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity,%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's common stock trades on NASDAQ under "GLG"; no dividends were paid in 2021 nor are planned, with earnings retained for growth, subject to PRC regulations - The company's common stock trades on the NASDAQ Capital Market under the ticker **"GLG"**[197](index=197&type=chunk) - No dividends were paid in 2021, and none are planned for the foreseeable future, with earnings being reinvested into the business. PRC regulations also restrict dividend payments from Chinese subsidiaries[198](index=198&type=chunk)[199](index=199&type=chunk) [Management's Discussion and Analysis (MD&A)](index=39&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) FY2021 revenue surged **612%** to **$201.1 million** due to commodity sales, yet gross profit declined **17%**, leading to a **$0.94 million** net loss, while financing activities raised **$64 million** and investing activities used **$71.5 million** Results of Operations (FY2021 vs. FY2020) | Metric | FY 2021 | FY 2020 | Change (%) | | :--- | :--- | :--- | :--- | | **Total Revenue** | **$201,134,242** | **$28,268,801** | **612%** | | Sales of commodity products | $197,954,015 | $24,496,643 | 708% | | Supply chain management services | $3,180,227 | $3,772,158 | (16)% | | **Gross Profit** | **$3,008,613** | **$3,628,330** | **(17)%** | | **Operating Expenses** | **($9,973,923)** | **($3,035,598)** | **229%** | | **Net Loss from Continuing Operations** | **($940,357)** | **($2,400,355)** | **(61)%** | | **Net Loss** | **($940,357)** | **($5,951,613)** | **(84)%** | - The significant **612%** increase in total revenue was mainly attributed to the prosperous global bulk market, increased commodity prices, and the company's expansion efforts in the Hainan region[214](index=214&type=chunk) - Selling, general, and administrative (SG&A) expenses increased by **168%** to **$8.1 million**, primarily due to amortization of intangible assets (**$3.9 million**) and convertible promissory notes (**$0.5 million**)[220](index=220&type=chunk) Summary of Cash Flows (FY2021 vs. FY2020) | Cash Flow Activity | FY 2021 | FY 2020 | | :--- | :--- | :--- | | Net Cash from Operating Activities | $8,034,010 | $29,856,033 | | Net Cash Used in Investing Activities | ($71,520,955) | ($132,582,547) | | Net Cash from Financing Activities | $64,118,618 | $106,148,679 | - The company raised approximately **$64 million** in gross proceeds during 2021 from private placements, a registered direct offering, and the issuance of convertible notes to be used as working capital for business expansion[228](index=228&type=chunk)[236](index=236&type=chunk) [Controls and Procedures](index=47&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management deemed disclosure controls ineffective as of December 31, 2021, citing material weaknesses in internal control due to U.S. GAAP expertise gaps and inadequate procedures, with a 2022 remediation plan outlined - Management concluded that the company's disclosure controls and procedures were not effective as of December 31, 2021[243](index=243&type=chunk) - Material weaknesses in internal control were identified, including a lack of accounting staff with adequate U.S. GAAP experience, insufficient formal procedures for revenue recognition and related-party transactions, and inadequate written policies for financial reporting[249](index=249&type=chunk)[250](index=250&type=chunk) - Management's remediation plan for 2022 includes appointing a monitor for corporate governance, retaining additional independent directors, establishing an internal audit function, and providing more training to accounting staff[251](index=251&type=chunk)[252](index=252&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=51&type=section&id=Item%2010.%20Directors,%20Executive%20Officers%20and%20Corporate%20Governance) The company's leadership includes CEO Renmei Ouyang and CFO Tianshi Yang, supported by a Board with three independent directors and fully independent Audit, Compensation, and Nominating committees Key Executive Officers and Directors | Name | Age | Position | | :--- | :--- | :--- | | Renmei Ouyang | 54 | Chief Executive Officer, President and Chairwoman | | Tianshi Yang | 32 | Chief Financial Officer, Director | | Xiangjun Wang | 49 | Director (Independent) | | Heung Ming (Henry) Wong | 52 | Director (Independent) | | Donghong Xiong | 54 | Director (Independent) | - The Board has three committees: Audit, Compensation, and Nominating and Governance, each composed entirely of independent directors[265](index=265&type=chunk) - Henry Heung Ming Wong is designated as the **"audit committee financial expert"** as defined by SEC rules[268](index=268&type=chunk) [Executive Compensation](index=55&type=section&id=Item%2011.%20Executive%20Compensation) In FY2021, CEO Renmei Ouyang received **$600,000** in salary, while CFO Tianshi Yang received **$51,174**, with no stock awards granted to executives, and director compensation varied by cash or stock FY2021 Summary Compensation Table | Name and Principal Position | Fiscal Year | Salary ($) | Total ($) | | :--- | :--- | :--- | :--- | | Renmei Ouyang (CEO) | 2021 | 600,000 | 600,000 | | Tianshi Yang (CFO) | 2021 | 51,174 | 51,174 | | Wei Sun (Former CFO) | 2021 | 37,734 | 37,734 | FY2021 Director Compensation | Name | Fees earned in cash ($) | Stock awards ($) | Total ($) | | :--- | :--- | :--- | :--- | | Xiangjun Wang | 10,000 | - | 10,000 | | Henry Heung Ming Wong | - | 8,300 | 8,300 | | Donghong Xiong | - | 3,804 | 3,804 | [Security Ownership](index=56&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management) As of February 16, 2022, Shuxiang Zhang was the largest beneficial owner with **19.29%** of common stock, while CEO Renmei Ouyang held **8.69%**, and all officers and directors collectively owned **8.71%** Beneficial Ownership as of Feb 16, 2022 | Name of Beneficial Owner | Number of Shares | Percent of Class | | :--- | :--- | :--- | | Shuxiang Zhang (10% stockholder) | 39,670,000 | 19.29% | | Renmei Ouyang (CEO) | 17,871,924 | 8.69% | | All officers and directors as a group | 17,921,924 | 8.71% | [Related Party Transactions](index=57&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions,%20and%20Director%20Independence) The company conducted significant related-party transactions, primarily with CEO family-controlled entities, reporting **$24.0 million** in revenues and **$22.4 million** in purchases in FY2021, with year-end balances due from related parties at **$11.4 million** - The company has numerous related parties, many of which are controlled by an immediate family member of the CEO, Renmei Ouyang[288](index=288&type=chunk)[499](index=499&type=chunk) Balances with Related Parties (Year-End) | Balance Type | Dec 31, 2021 | Dec 31, 2020 | | :--- | :--- | :--- | | Due from related parties | $11,358,373 | $55,839,045 | | Due to related parties | $21,174 | $7,346,021 | Transactions with Related Parties (Full Year) | Transaction Type | FY 2021 | FY 2020 | | :--- | :--- | :--- | | Revenues from related parties | $24,049,999 | $18,384,617 | | Purchases from related parties | $22,442,812 | $16,744,094 | [Principal Accountant Fees and Services](index=60&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) For FY2021, Audit Alliance LLP billed the company **$341,000**, primarily for **$339,000** in audit fees and **$2,000** in audit-related fees, all pre-approved by the Audit Committee Accountant Fees (FY2021 vs. FY2020) | Fee Type | FY 2021 | FY 2020 | | :--- | :--- | :--- | | Audit Fees | $339,000 | $208,500 | | Audit-related Fees | $2,000 | - | | Tax Fees | - | - | | All Other Fees | - | - | | **Total** | **$341,000** | **$208,500** | Part IV [Exhibits and Financial Statement Schedules](index=61&type=section&id=Item%2015.%20Exhibits,%20Financial%20Statement%20Schedules) This section details all exhibits filed with the annual report, including corporate documents and certifications, noting the omission of financial statement schedules where information is otherwise provided - This section provides a comprehensive list of all exhibits filed with the 10-K, such as corporate governance documents, material agreements, and required certifications[303](index=303&type=chunk) Financial Statements and Supplementary Data [Auditor's Report](index=66&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) The auditor issued an unqualified opinion on the FY2021 consolidated financial statements, highlighting critical audit matters regarding the valuation of loans receivable and goodwill impairment testing due to significant management judgment - The auditor issued an unqualified opinion on the 2021 consolidated financial statements[312](index=312&type=chunk) - Critical Audit Matters identified were the valuation of loans receivable (**$115.3 million** from third parties, **$11.4 million** from related parties) and the impairment testing of goodwill (**$71.0 million**)[317](index=317&type=chunk)[319](index=319&type=chunk)[320](index=320&type=chunk) - The report emphasizes the significance of transactions and balances with related parties, noting they may not be on an arm's-length basis[316](index=316&type=chunk) [Notes to Consolidated Financial Statements](index=81&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes detail the 2020 disposition of the car leasing business, the **$102.6 million** Qianhai Baiyu acquisition, significant 2021 financing activities, extensive related-party transactions, and various legal contingencies and risks - In August 2020, the company disposed of its used luxurious car leasing business (HC High Summit Limited), resulting in a net loss from disposal of **$3.0 million**[430](index=430&type=chunk)[431](index=431&type=chunk)[432](index=432&type=chunk) - In October 2020, the company acquired **100%** of Qianhai Baiyu for approximately **$102.6 million**, recording **$69.3 million** in goodwill and **$20.1 million** in intangible assets (customer relationships)[436](index=436&type=chunk)[437](index=437&type=chunk)[438](index=438&type=chunk) - In 2021, the company issued three convertible promissory notes with a total principal of **$7.21 million**, which include beneficial conversion features that are amortized over their 12-month terms[464](index=464&type=chunk)[465](index=465&type=chunk)[466](index=466&type=chunk)[467](index=467&type=chunk) - The company raised substantial equity in 2021 through private placements, including selling **15 million** shares for **$24.45 million** in January and an aggregate of **35 million** shares/units for **$37.85 million** in August/September[470](index=470&type=chunk)[471](index=471&type=chunk)