[PART I. FINANCIAL INFORMATION](index=2&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section provides the company's unaudited condensed consolidated financial statements, related notes, management's discussion, and internal control assessments [Financial Statements](index=2&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) The company's unaudited condensed consolidated financial statements for Q1 2022 show a turnaround to net income, driven by a 63% revenue increase and growth in total assets to **$279.1 million** Condensed Consolidated Balance Sheet Highlights (Unaudited) | Account | March 31, 2022 | December 31, 2021 | | :--- | :--- | :--- | | **Total Current Assets** | $186,605,653 | $134,258,763 | | Loans receivable from third parties | $175,999,505 | $115,301,319 | | **Total Assets** | **$279,130,880** | **$227,436,233** | | **Total Current Liabilities** | $28,957,218 | $26,799,020 | | **Total Liabilities** | $33,478,652 | $31,563,878 | | **Total Equity** | **$245,652,228** | **$195,872,355** | Condensed Consolidated Statements of Operations Highlights (Unaudited) | Metric | Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | | :--- | :--- | :--- | | **Total Revenue** | **$48,159,116** | **$29,582,257** | | Gross Profit | $556,938 | $162,614 | | Net Operating Loss | ($1,690,769) | ($3,102,807) | | Total other income, net | $4,162,357 | $1,965,000 | | **Net Income (Loss)** | **$1,593,857** | **($1,538,276)** | | **EPS - basic and diluted** | **$0.01** | **($0.02)** | Condensed Consolidated Statements of Cash Flows Highlights (Unaudited) | Cash Flow Activity | Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | | :--- | :--- | :--- | | Net cash provided by (used in) operating activities | $3,752,768 | ($4,215,515) | | Net cash used in investing activities | ($50,003,288) | ($25,060,192) | | Net cash provided by financing activities | $45,500,000 | $32,154,582 | | **Net (decrease)/increase in cash** | **($736,726)** | **$2,935,988** | [Notes to Unaudited Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) This section details accounting policies, significant increases in loans receivable, convertible note transactions, a shift from related-party dealings, identified risks, and subsequent financing events [Note 1. Organization and Business Description](index=9&type=section&id=Note%201.%20Organization%20and%20Business%20Description) The company operates in the PRC through Shanghai Jianchi, focusing on commodity trading and supply chain services, and incorporated three new subsidiaries in Q1 2022 - The company's primary business involves commodity trading and supply chain management services in the PRC[18](index=18&type=chunk) - Three new subsidiaries were incorporated in Q1 2022: Hainan Jianchi Import and Export Co., Ltd, Hainan Baiyu Cross-border e-commerce Limited, and Yangzhou Baiyu Cross-border e-commerce Limited[18](index=18&type=chunk) [Note 3. Loans Receivable from Third Parties](index=13&type=section&id=Note%203.%20Loans%20Receivable%20from%20Third%20Parties) Loans receivable from third parties significantly increased to **$176.0 million** by March 31, 2022, generating **$4.4 million** in interest income for the quarter Loans Receivable from Third Parties | Date | Amount | | :--- | :--- | | March 31, 2022 | $175,999,505 | | December 31, 2021 | $115,301,319 | - The company provided new loans aggregating **$60.2 million** during Q1 2022 to utilize idle cash and maintain customer relationships[37](index=37&type=chunk) - Interest income of **$4,389,547** was accrued for the three months ended March 31, 2022, a substantial increase from **$532,730** in the prior-year period[38](index=38&type=chunk) [Note 11. Convertible Promissory Notes](index=17&type=section&id=Note%2011.%20Convertible%20Promissory%20Notes) The net balance of convertible promissory notes decreased to **$2.2 million** in Q1 2022, with **9,827,744** shares of common stock issued upon conversion and **$213,367** amortization expense recognized Convertible Promissory Notes, Net | Date | Amount | | :--- | :--- | | March 31, 2022 | $2,244,675 | | December 31, 2021 | $3,562,158 | - During Q1 2022, the company settled multiple convertible promissory notes, resulting in the issuance of **9,827,744** shares of common stock[57](index=57&type=chunk)[13](index=13&type=chunk) - For Q1 2022, the company recognized amortization of the beneficial conversion feature of **$213,367**[62](index=62&type=chunk) [Note 12. Capital Transactions](index=19&type=section&id=Note%2012.%20Capital%20Transactions) In Q1 2022, the company issued **65 million** common shares for **$45.5 million** in a private placement and **9.8 million** shares from promissory note conversions - The company received proceeds of **$45,500,000** in January 2022 from issuing **65,000,000** shares of Common Stock in a private placement at **$0.70** per share[64](index=64&type=chunk) - A total of **9,827,744** shares were issued to settle convertible promissory notes during the quarter[65](index=65&type=chunk) [Note 15. Related Party Transactions and Balances](index=22&type=section&id=Note%2015.%20RELATED%20PARTY%20TRANSACTIONS%20AND%20BALANCES) The company strategically shifted away from related-party business in Q1 2022, reporting **zero** revenues or purchases from related parties and collecting an **$11.4 million** outstanding loan balance Revenue from Related Parties | Period | Amount | | :--- | :--- | | Q1 2022 | $0 | | Q1 2021 | $20,403,015 | Purchases from Related Parties | Period | Amount | | :--- | :--- | | Q1 2022 | $0 | | Q1 2021 | $21,162,777 | - The balance due from related party Yunfeihu was reduced from **$11,358,373** at year-end 2021 to **zero** as of March 31, 2022[81](index=81&type=chunk) [Note 17. Risks and Uncertainties](index=24&type=section&id=Note%2017.%20Risks%20and%20uncertainties) Key risks include Nasdaq minimum bid price non-compliance, credit risk from uninsured cash deposits, foreign currency risk, and broad economic and political uncertainties in the PRC - The company is not in compliance with the Nasdaq minimum bid price requirement and has until **August 29, 2022**, to regain compliance or face delisting[96](index=96&type=chunk) - Operations in the PRC are subject to political, economic, and legal risks, including the uncertain impact of COVID-19 and related government measures[99](index=99&type=chunk)[100](index=100&type=chunk) - The commodity trading business is subject to seasonal fluctuations, with the first quarter typically contributing the smallest portion of annual revenues[104](index=104&type=chunk) [Note 18. Subsequent Events](index=27&type=section&id=Note%2018.%20SUBSEQUENT%20EVENTS) Post-quarter, stockholders approved share issuance for 2021 convertible notes, and in May 2022, the company issued a new convertible promissory note for **$3.0 million** in gross proceeds - On **May 6, 2022**, the company issued a new convertible promissory note with an original principal amount of **$3,320,000** for gross proceeds of **$3,000,000**[107](index=107&type=chunk) - In **April 2022**, stockholders approved the issuance of Common Stock shares exceeding **19.99%** of outstanding shares upon conversion of the 2021 Notes[106](index=106&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=28&type=section&id=ITEM%202.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Management discusses Q1 2022 financial performance, highlighting a **63%** revenue increase to **$48.2 million**, a shift to **$1.6 million** net income, and details capital resources and cash flow activities [Results of Operations](index=30&type=section&id=Results%20of%20Operations) Total revenue increased **63%** to **$48.2 million** in Q1 2022, driven by a **427%** surge in third-party sales, leading to a shift from net loss to **$1.6 million** net income Comparison of Operations for the Three Months Ended March 31 | Metric | 2022 | 2021 | Change (%) | | :--- | :--- | :--- | :--- | | Total Revenues | $48,159,116 | $29,582,257 | 63% | | - Sales to third parties | $47,583,965 | $9,033,467 | 427% | | - Sales to related parties | $0 | $20,403,015 | (100)% | | Gross Profit | $556,938 | $162,614 | 242% | | Net Income (Loss) | $1,593,857 | ($1,538,276) | (204)% | - The increase in revenue was mainly due to the gradual success of a business transfer and an active commodity market[122](index=122&type=chunk) - Selling, general, and administrative expenses increased by **43%** to **$2.2 million**, primarily due to amortization of intangible assets (**$1.03 million**) and convertible notes (**$0.11 million**)[128](index=128&type=chunk) [Cash Flows and Capital Resources](index=33&type=section&id=Cash%20Flows%20and%20Capital%20Resources) Q1 2022 operating activities generated **$3.8 million** in cash, while **$45.5 million** was raised from a private placement, and **$50.0 million** was used in investing activities, primarily for new third-party loans Summary of Cash Flows | Activity | Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | | :--- | :--- | :--- | | Net Cash Provided by/(Used in) Operating Activities | $3,752,768 | ($4,215,515) | | Net Cash Used in Investing Activities | ($50,003,288) | ($25,060,192) | | Net Cash Provided by Financing Activities | $45,500,000 | $32,154,582 | - The company raised **$45.5 million** from a private placement by issuing **65,000,000** shares of common stock at **$0.70** per share[132](index=132&type=chunk)[139](index=139&type=chunk) - Cash used in investing activities was primarily for loans disbursed to third parties totaling **$60,177,853**, offset by collections of **$11,066,822** from related parties[138](index=138&type=chunk) [Controls and Procedures](index=35&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) Management concluded that disclosure controls and procedures were ineffective as of March 31, 2022, due to identified material weaknesses in accounting and financial reporting processes - The company's principal executive officer and principal financial officer concluded that disclosure controls and procedures were not effective as of **March 31, 2022**[146](index=146&type=chunk) - Material weaknesses identified include: - Lack of formal procedures for revenue recognition[149](index=149&type=chunk) - Inadequate control over related party transactions[149](index=149&type=chunk) - No accountant with adequate U.S. GAAP knowledge in the Accounting Department[150](index=150&type=chunk) - Insufficient written policies and procedures for accounting and financial reporting[150](index=150&type=chunk) [PART II. OTHER INFORMATION](index=38&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section covers other required disclosures, including unregistered equity sales from promissory note conversions, with no new legal proceedings or material changes to risk factors [Unregistered Sales of Equity Securities and Use of Proceeds](index=38&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) During Q1 2022, the company issued **9,827,744** shares of common stock in unregistered transactions to settle outstanding convertible promissory notes - The company issued **9,827,744** shares of common stock upon the conversion of convertible promissory notes in multiple tranches during Q1 2022[154](index=154&type=chunk)

[PART I. FINANCIAL INFORMATION](index=2&type=section&id=PART%201.%20FINANCIAL%20INFORMATION) This section provides the unaudited condensed consolidated financial statements and management's discussion and analysis for the period ended June 30, 2021 [Item 1. Financial Statements](index=2&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) This section presents the unaudited condensed consolidated financial statements for TD Holdings, Inc. as of June 30, 2021, including balance sheets, statements of operations and comprehensive income (loss), statements of changes in equity, and statements of cash flows, along with detailed notes explaining accounting policies and financial data [Unaudited Condensed Consolidated Balance Sheets](index=2&type=section&id=UNAUDITED%20CONDENSED%20CONSOLIDATED%20BALANCE%20SHEETS) As of June 30, 2021, total assets increased to $186.6 million from $167.2 million at the end of 2020, primarily driven by a significant rise in loans receivable from third parties and cash, while total liabilities decreased to $37.3 million from $47.1 million, mainly due to the settlement of acquisition payable and a reduction in amounts due to related parties, consequently growing total equity to $149.3 million from $120.0 million | | June 30, 2021 ($) | December 31, 2020 ($) | | :--- | :--- | :--- | | **Total Current Assets** | $93,497,746 | $78,282,311 | | **Total Assets** | $186,587,444 | $167,178,482 | | **Total Current Liabilities** | $32,795,296 | $42,255,795 | | **Total Liabilities** | $37,330,538 | $47,149,256 | | **Total Equity** | $149,256,906 | $120,029,226 | - Key changes in assets include a significant increase in Loans receivable from third parties to **$59.5 million** and Cash to **$6.9 million**[7](index=7&type=chunk) - The number of common shares issued and outstanding increased to **97,043,566** as of June 30, 2021, from **79,131,207** at the end of 2020[7](index=7&type=chunk) [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%28LOSS%29) For the three months ended June 30, 2021, the company achieved a net income of $357,856, a significant turnaround from a net loss of $5.46 million in the same period of 2020, driven by a massive 2981% increase in total revenue to $59.8 million, while for the six-month period, the net loss attributable to stockholders narrowed to $1.18 million from $5.81 million year-over-year, with revenue surging 2740% to $89.4 million Three Months Ended June 30, (2021 vs 2020) | Metric | 2021 ($) | 2020 ($) | | :--- | :--- | :--- | | **Total Revenue** | $59,839,647 | $1,942,411 | | **Gross Profit** | $373,116 | $364,430 | | **Net Income (Loss) Attributable to Stockholders** | $357,856 | $(5,459,681) | Six Months Ended June 30, (2021 vs 2020) | Metric | 2021 ($) | 2020 ($) | | :--- | :--- | :--- | | **Total Revenue** | $89,421,904 | $3,148,527 | | **Gross Profit** | $535,730 | $514,686 | | **Net Loss Attributable to Stockholders** | $(1,180,420) | $(5,809,897) | | **Loss Per Share (Basic & Diluted)** | $(0.01) | $(0.17) | - The significant increase in revenue was primarily driven by sales of commodity products to third parties, which amounted to **$58.0 million** in Q2 2021 and **$67.0 million** in H1 2021, compared to zero in the prior-year periods[9](index=9&type=chunk) [Unaudited Condensed Consolidated Statements of Cash Flows](index=10&type=section&id=UNAUDITED%20CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20CASH%20FLOWS) For the six months ended June 30, 2021, net cash used in operating activities was $3.8 million, investing activities used $15.8 million mainly for loans to third parties and intangible asset purchases, while financing activities provided $23.1 million in cash primarily from the issuance of common stock and convertible notes, resulting in an overall cash balance increase of $4.2 million, ending the period at $6.9 million Cash Flow Summary for the Six Months Ended June 30, | Cash Flow Activity | 2021 ($) | 2020 ($) | | :--- | :--- | :--- | | **Net Cash Used in Operating Activities** | $(3,789,382) | $(2,720,861) | | **Net Cash Used in Investing Activities** | $(15,810,972) | $(78,859,738) | | **Net Cash Provided by Financing Activities** | $23,096,801 | $80,240,216 | | **Net Increase/(Decrease) in Cash** | $4,196,502 | $(959,089) | | **Cash at End of Period** | $6,896,515 | $1,487,594 | - Financing activities in H1 2021 were driven by **$24.45 million** from private placements and **$4.5 million** from convertible notes issuance[15](index=15&type=chunk) [Notes to Consolidated Financial Statements](index=12&type=section&id=NOTES%20TO%20CONSOLIDATED%20FINANCIAL%20STATEMENTS%28UNAUDITED%29) The notes detail the company's business operations in commodity trading and supply chain management in the PRC, with key disclosures including a significant increase in third-party loans receivable to $59.5 million, the issuance of $5.2 million in convertible notes, and substantial capital raised through stock offerings, alongside significant transactions with related parties, a $1.7 million share-based payment for services, and subsequent events involving the settlement of some convertible notes - The company's business involves commodity trading and providing supply chain management services in the PRC. Several new subsidiaries were incorporated in H1 2021 to expand these operations[18](index=18&type=chunk)[20](index=20&type=chunk) - Loans receivable from third parties increased significantly to **$59.5 million** as of June 30, 2021, from **$18.4 million** at year-end 2020[43](index=43&type=chunk) - In January and March 2021, the company issued convertible promissory notes with a net value of **$5.2 million**[50](index=50&type=chunk) - The company raised **$24.45 million** in January 2021 by selling **15 million shares** of common stock in a private placement[55](index=55&type=chunk) - Subsequent to the quarter end, the company settled convertible notes of approximately **$1.9 million** by issuing over **2.2 million shares** of common stock[109](index=109&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=31&type=section&id=ITEM%202.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Management attributes the substantial revenue growth in the first half of 2021 to a prosperous global bulk commodity market and the company's strategic expansion in Hainan province, detailing a 2981% YoY revenue increase for Q2 and 2740% for H1, noting that while gross profit remained stable, operating expenses rose sharply due to amortization and share-based payments, and the company secured significant equity financing of approximately $31.6 million during the period, which management believes is adequate for ongoing operations despite a net loss and operating cash outflow [Results of Operations](index=32&type=section&id=Results%20of%20Operations) For Q2 2021, revenue surged to $59.8 million from $1.9 million in Q2 2020, a 2981% increase primarily from third-party commodity sales, with gross profit stable at $373,116, though SG&A expenses increased 368% to $2.1 million due to amortization of intangible assets and convertible notes; for H1 2021, revenue grew 2740% to $89.4 million, and the net loss for H1 2021 was $1.18 million, a significant improvement from a $5.82 million loss in H1 2020, which included large non-cash expenses related to convertible notes Revenue Comparison - Three Months Ended June 30, | Revenue Source | 2021 ($) | 2020 ($) | Change % | | :--- | :--- | :--- | :--- | | Sales of commodity products – third parties | $57,989,381 | $- | 100% | | **Total Revenue** | **$59,839,647** | **$1,942,411** | **2981%** | Revenue Comparison - Six Months Ended June 30, | Revenue Source | 2021 ($) | 2020 ($) | Change % | | :--- | :--- | :--- | :--- | | Sales of commodity products – third parties | $67,022,848 | $- | 100% | | Sales of commodity products – related parties | $21,926,631 | $2,617,301 | 738% | | **Total Revenue** | **$89,421,904** | **$3,148,527** | **2740%** | - The significant revenue increase is attributed to the prosperous bulk market, rising commodity prices, and the company's expansion in Hainan province, which offers supportive policies[128](index=128&type=chunk)[143](index=143&type=chunk) - Selling, general, and administrative expenses for H1 2021 increased by **389%** to **$3.6 million**, mainly due to amortization of intangible assets (**$1.9 million**) and convertible notes (**$0.16 million**)[149](index=149&type=chunk) [Cash Flows and Capital Resources](index=40&type=section&id=Cash%20Flows%20and%20Capital%20Resources) In the first six months of 2021, the company experienced a net loss of $1.18 million and a cash outflow from operations of $3.8 million, yet successfully raised approximately $31.6 million in gross proceeds through various equity financing activities, including private placements and convertible notes, which increased the cash balance to $6.9 million, and management asserts these funds provide sufficient liquidity to sustain the company as a going concern for the next 12 months - The company raised total gross proceeds of **$31.58 million** in H1 2021 through private placements (**$24.45M**), convertible notes (**$4.99M** principal), and a registered direct offering (**$2.62M**)[161](index=161&type=chunk)[162](index=162&type=chunk)[164](index=164&type=chunk) - Despite a net loss and operating cash outflow, management believes the company will continue as a going concern for the next 12 months due to successful capital raising activities[162](index=162&type=chunk)[165](index=165&type=chunk) Cash Flow Summary (H1 2021 vs H1 2020) | | H1 2021 ($) | H1 2020 ($) | | :--- | :--- | :--- | | **Net Cash Used in Operating Activities** | $(3,789,382) | $(2,740,074) | | **Net Cash Used in Investing Activities** | $(15,810,972) | $(78,559,027) | | **Net Cash Provided by Financing Activities** | $23,096,801 | $86,621,770 | [Item 4. Controls and Procedures](index=43&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) The company's management, including the CEO and CFO, concluded that as of June 30, 2021, the disclosure controls and procedures were not effective, and there were no changes in the internal control over financial reporting during the quarter that have materially affected, or are reasonably likely to materially affect, these controls - Management concluded that the Company's disclosure controls and procedures were **not effective** as of June 30, 2021[178](index=178&type=chunk) - No changes were made to the internal control over financial reporting during the quarter ended June 30, 2021, that were likely to materially affect internal controls[180](index=180&type=chunk) [PART II. OTHER INFORMATION](index=44&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section covers legal proceedings and risk factors, providing updates on ongoing litigation and reaffirming previously disclosed risks [Item 1. Legal Proceedings](index=44&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) The company reports on several legal matters, including a 2015 shareholder derivative action and a 2018 court matter with Shanghai Nonobank that have been dismissed in the company's favor, a 2017 arbitration with Sorghum that resulted in a vacated award, and an ongoing 2020 lawsuit against Harrison Fund to recover a $1 million investment, which has been fully impaired - The 2015 Derivative Action was settled and dismissed in July 2019, with the company agreeing to certain corporate governance reforms[184](index=184&type=chunk)[185](index=185&type=chunk) - In the 2017 Arbitration with Sorghum, an initial award in the company's favor was vacated, and the company subsequently withdrew its appeal[186](index=186&type=chunk)[188](index=188&type=chunk) - The company is pursuing a lawsuit filed in April 2020 against Harrison Fund to recover a **$1,000,000** investment. Due to uncertainty, this investment has been **fully impaired**[193](index=193&type=chunk)[194](index=194&type=chunk) [Item 1A. Risk Factors](index=45&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 for the year ended December 31, 2020, which was filed on June 4, 2021 - No material changes to the risk factors disclosed in the annual report on Form 10-K filed on June 4, 2021, have occurred as of the date of this report[195](index=195&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 September 30, 2020 ☐ 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) | --- | --- | |----------------- ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.001 GLG Nasdaq Capital Market Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☐ FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 ☐ TRANSITION REPORT PURSUANT TO SE ...

[PART I. FINANCIAL INFORMATION](index=3&type=section&id=PART%201.%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=3&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) The unaudited condensed consolidated financial statements for Q1 2020 show increased assets and revenue from new commodity trading, significantly reducing net loss Condensed Consolidated Balance Sheet Highlights (Unaudited) | Account | March 31, 2020 | December 31, 2019 | | :--- | :--- | :--- | | Cash | $27,101 | $2,446,683 | | Total Current Assets | $8,877,001 | $7,879,880 | | **Total Assets** | **$12,614,181** | **$11,388,400** | | Total Current Liabilities | $5,157,000 | $5,435,414 | | **Total Liabilities** | **$5,358,867** | **$5,587,538** | | **Total Equity** | **$7,255,314** | **$5,800,862** | Condensed Consolidated Statements of Operations Highlights (Unaudited) | Account | Three Months Ended Mar 31, 2020 | Three Months Ended Mar 31, 2019 | | :--- | :--- | :--- | | **Total Revenue** | **$1,483,060** | **$399,999** | | Gross Profit | $327,886 | $162,348 | | Net Operating Loss | ($97,229) | ($1,840,289) | | **Net Loss** | **($139,972)** | **($1,829,826)** | | Loss per share - basic and diluted | ($0.01) | ($0.35) | Condensed Consolidated Statements of Cash Flows Highlights (Unaudited) | Cash Flow Activity | Three Months Ended Mar 31, 2020 | Three Months Ended Mar 31, 2019 | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | ($156,559) | ($758,633) | | Net Cash Used in Investing Activities | ($3,424,968) | ($999,481) | | Net Cash Provided by Financing Activities | $1,063,773 | $592,724 | | **Net decrease in cash** | **($2,419,582)** | **($1,143,421)** | [Note 1: Organization and Business Description](index=9&type=section&id=1.%20ORGANIZATION%20AND%20BUSINESS%20DESCRIPTION) TD Holdings, Inc. operates as a holding company through two PRC VIEs, Beijing Tianxing (used luxury car leasing) and Huamucheng (commodity trading), and changed its name on March 6, 2020 - The company conducts its business through two VIEs: Beijing Tianxing (used luxury car leasing) and Huamucheng (commodity trading and supply chain management)[14](index=14&type=chunk) - On March 6, 2020, the company changed its name from Bat Group, Inc. to TD Holdings, Inc[13](index=13&type=chunk) [Note 2: Summary of Significant Accounting Policies](index=9&type=section&id=2.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) The company's significant accounting policies include VIE consolidation, straight-line revenue recognition for operating leases, and ASC 606 adoption for new commodity trading and supply chain services started in December 2019 - The company's business is primarily conducted through its two VIEs, Beijing Tianxing (used car leasing) and Huamucheng (commodity trading)[19](index=19&type=chunk) - The commodity trading business, started in December 2019, involves purchasing and selling non-ferrous metals. Revenue is recognized when product ownership is transferred to the customer[33](index=33&type=chunk)[34](index=34&type=chunk) - Supply chain management services, launched in December 2019, consist of loan recommendation services, with revenue recognized when the referral is complete and funds are drawn down by the customer[35](index=35&type=chunk)[37](index=37&type=chunk) [Note 8: Capital Transactions](index=19&type=section&id=8.%20CAPITAL%20TRANSACTIONS) In Q1 2020, the company engaged in significant capital raising, agreeing to sell 15 million common shares and **$30 million** in convertible notes with warrants, yielding **$79.5 million** in proceeds received post-quarter - On January 22, 2020, the company agreed to sell **15,000,000 shares** of Common Stock at **$0.90 per share**, with the transaction closing on March 23, 2020. Proceeds of **$13.5 million** were received in April 2020[64](index=64&type=chunk) - The company also agreed to sell **$30 million** in convertible promissory notes with an interest rate of **7.5%** and a conversion price of **$1.50 per share**, accompanied by warrants to purchase **20 million shares** at an exercise price of **$1.80**[65](index=65&type=chunk)[66](index=66&type=chunk) - In April 2020, the note holders converted the notes and exercised the warrants, resulting in the company receiving **$36 million** in cash and issuing **40 million shares** of common stock in May 2020[68](index=68&type=chunk) [Note 11: Related Party Transactions and Balances](index=23&type=section&id=11.%20RELATED%20PARTY%20TRANSACTIONS%20AND%20BALANCES) The company engaged in significant related party transactions, including purchasing **$1.05 million** in aluminum ingots and lending **$1.59 million** to Qianhai Baiyu, while also receiving loans from various related parties - For the three months ended March 31, 2020, the company purchased aluminum ingots worth **$1,055,143** from Qianhai Baiyu, a related party[93](index=93&type=chunk) - The company lent **$1,593,260** to the related party Qianhai Baiyu during the quarter, charging a **10%** annual interest rate[94](index=94&type=chunk) - As of March 31, 2020, amounts due from related parties totaled **$4.82 million**, while amounts due to related parties (current) totaled **$2.01 million**[84](index=84&type=chunk)[88](index=88&type=chunk) [Note 12: Segment Reporting](index=27&type=section&id=12.%20SEGMENT%20REPORTING) For Q1 2020, the company reported two segments: profitable commodity trading (Huamucheng Business) generating most revenue, and loss-making used car leasing (Tianxing Business), unlike 2019 which had only the latter Segment Performance for Three Months Ended March 31, 2020 | Segment | Revenue | Segment (Loss) Profit | | :--- | :--- | :--- | | Tianxing Business (Used Car Leasing) | $14,051 | ($213,444) | | Huamucheng Business (Commodity) | $1,469,009 | $143,930 | - The company has determined it has two operating segments: Huamucheng Business and Tianxing Business. For the same period in 2019, the company only had one operating segment[98](index=98&type=chunk) [Note 13: Commitments and Contingencies](index=28&type=section&id=13.%20COMMITMENTS%20AND%20CONTINGENCIES) As of March 31, 2020, the company has **$365,076** in operating lease commitments and is involved in several legal matters, including a settled 2015 derivative action, a vacated 2017 arbitration, and a new **$1 million** lawsuit against Harrison Fund - The 2015 Shareholder Derivative Action was settled and dismissed in July 2019[109](index=109&type=chunk)[110](index=110&type=chunk) - The 2017 arbitration award of **$1.44 million** against Sorghum was vacated by the court, and the company withdrew its appeal in November 2019[111](index=111&type=chunk)[113](index=113&type=chunk) - In April 2020, the company filed a lawsuit against Harrison Fund, LLC to recover a **$1,000,000** investment, against which a full impairment has been applied[117](index=117&type=chunk)[118](index=118&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=31&type=section&id=ITEM%202.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Management discusses the impact of COVID-19 on used car leasing and the significant revenue contribution from the new commodity trading business, which drove a **271%** increase in total revenue to **$1.48 million** and a **92%** reduction in net loss for Q1 2020 [Overview](index=31&type=section&id=Overview) As of March 31, 2020, the company operates two business lines: used luxury car leasing, impacted by COVID-19 closures, and a new commodities trading business launched in late 2019 through Huamucheng - The company's luxury car rental facilities were closed from the end of January 2020 and resumed operations in April 2020 due to COVID-19[121](index=121&type=chunk) - In November 2019, the company entered the commodity trading business through a VIE agreement with Huamucheng, trading non-ferrous metals like aluminum, copper, silver, and gold[127](index=127&type=chunk)[128](index=128&type=chunk) - For Q1 2020, the company generated **$1,053,632** from commodities trading and **$415,377** from supply chain management services[129](index=129&type=chunk) [Results of Operations](index=34&type=section&id=Results%20of%20Operations) For Q1 2020, total revenue surged **271%** to **$1.48 million** driven by new commodity trading, while operating lease income fell **96%**; gross profit increased **102%**, and net loss narrowed **92%** due to lower SG&A expenses Comparison of Operations for Three Months Ended March 31 | Metric | 2020 | 2019 | Change (%) | | :--- | :--- | :--- | :--- | | **Total Revenue** | **$1,483,060** | **$399,999** | **271%** | | - Commodity Products | $1,053,632 | $0 | 100% | | - Supply Chain Services | $415,377 | $0 | 100% | | - Operating Leases | $14,051 | $399,999 | (96)% | | **Gross Profit** | **$327,886** | **$162,348** | **102%** | | SG&A Expenses | ($425,115) | ($1,906,319) | (78)% | | **Net Loss** | **($139,972)** | **($1,829,826)** | **(92)%** | - The **78%** decrease in SG&A expenses was mainly due to a **$884,208** stock compensation charge in Q1 2019 that did not recur in Q1 2020, and lower legal and consulting fees[150](index=150&type=chunk) [Liquidity and Capital Resources](index=37&type=section&id=Liquidity%20and%20Capital%20Resources) The company financed operations through various means, securing **$81.1 million** in equity financing in Q1 2020, with **$79.5 million** collected post-quarter, which management deems sufficient for the next 12 months to expand commodity trading - In April and May 2020, the company collected **$79.5 million** from equity financing transactions arranged in Q1 2020[154](index=154&type=chunk) - Management expects to use the proceeds from the recent equity financing as working capital to expand its commodity trading business and believes it has sufficient funds for the next 12 months[155](index=155&type=chunk)[156](index=156&type=chunk) Summary of Cash Flows | Cash Flow Activity | Three Months Ended Mar 31, 2020 | Three Months Ended Mar 31, 2019 | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | ($156,559) | ($758,633) | | Net Cash Used in Investing Activities | ($3,424,968) | ($999,481) | | Net Cash Provided by Financing Activities | $1,063,773 | $592,724 | [Item 4. Controls and Procedures](index=38&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) Management concluded that disclosure controls and procedures were ineffective as of March 31, 2020, with no material changes to internal control over financial reporting during the quarter - The company's principal executive officer and principal financial officer concluded that disclosure controls and procedures were not effective as of March 31, 2020[166](index=166&type=chunk) - No changes in internal control over financial reporting occurred during the quarter that materially affected or are reasonably likely to materially affect internal controls[168](index=168&type=chunk) [PART II. OTHER INFORMATION](index=39&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=39&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) The company provides updates on legal matters, including the settled 2015 derivative action, vacated 2017 arbitration, dismissed 2018 matter, and a new **$1 million** lawsuit filed in April 2020 against Harrison Fund - A 2015 shareholder derivative action was settled and dismissed in July 2019[169](index=169&type=chunk)[170](index=170&type=chunk) - A 2017 arbitration award against Sorghum was vacated, and the company withdrew its appeal in November 2019[171](index=171&type=chunk)[173](index=173&type=chunk) - On April 6, 2020, the company filed a lawsuit against Harrison Fund, LLC to recover a **$1,000,000** investment[175](index=175&type=chunk)[176](index=176&type=chunk) [Item 1A. Risk Factors](index=41&type=section&id=ITEM%201A.%20RISK%20FACTORS) No material changes to risk factors were reported since the company's annual report on Form 10-K filed on May 29, 2020 - No material changes to risk factors were reported since the last annual report[176](index=176&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) On March 23, 2020, the company issued **$30 million** in convertible notes and warrants for **20 million** shares, which were converted and exercised in April 2020, resulting in **40 million** common shares issued - On March 23, 2020, the company issued **$30 million** in convertible notes and warrants to purchase **20 million shares**[177](index=177&type=chunk) - In April 2020, the notes were converted and warrants were exercised, leading to the issuance of **40,000,000 shares** of Common Stock on May 18, 2020[180](index=180&type=chunk)

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, 2019 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 TD HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 45-4077653 (Stat ...