Core Viewpoint - MDJM LTD has entered into a Strategic Cooperation Agreement with Tianjin Rongbaozhai to enhance cultural and artistic businesses, marking a significant milestone in MDJM's expansion within the cultural sector [1][3]. Group 1: Strategic Cooperation Agreement - The agreement aims to foster collaboration in art exchange, cultural product development, and asset management [3]. - Mansions Catering and Hotel Ltd will utilize historical properties like Fernie Castle and Robin Hill Hotel for cultural dissemination efforts, hosting art exhibitions and auctions [3]. - The collaboration includes developing high-end customized cultural products for the UK and European markets, blending intangible cultural heritage with modern design [3]. Group 2: Cultural Initiatives and Development - This cooperation continues MDJM's cultural initiatives, following the appointments of experts in cultural development [4]. - The construction of the Eastern Garden and renovations at Fernie Castle, along with resources from Tianjin Rongbaozhai, are expected to strengthen MDJM's cultural portfolio [4]. - MDJM aims to create cultural hubs that bridge Eastern and Western cultures, enhancing the impact of its cultural projects [5]. Group 3: Company Overview - MDJM LTD is focused on transforming historical properties into cultural hubs that integrate modern digital technology with historical value [6]. - The company is actively expanding in the UK, remodeling properties into multifunctional cultural venues featuring dining, hospitality, and art exhibitions [6]. - MDJM positions itself as a hub for artisan exchanges and cultural events, reflecting its commitment to global market expansion [6].

Core Viewpoint - MDJM LTD has appointed Professor Duncan Murray Campbell to its Expert Committee, aiming to enhance its cultural projects in the UK through his expertise in Chinese cultural history and Eastern garden design [1][3]. Company Overview - MDJM LTD is an integrated global culture-driven asset management company focused on transforming historical properties into cultural hubs that combine modern technology with historical value [6]. - The company is expanding its operations in the UK, with projects like Fernie Castle in Scotland and the Robin Hill Property in England, which will serve as multifunctional cultural venues [6]. Appointment of Professor Campbell - Professor Campbell brings over 40 years of experience in Chinese culture and has held significant academic positions, including Director of East Asian Garden Studies at the Huntington Library [2]. - His role at MDJM will involve strategic planning, design, implementation, and operations of cultural projects, particularly in Eastern gardens [3]. - Compensation for Professor Campbell will be through the issuance of company shares, reflecting his contributions to MDJM's cultural initiatives [3]. Cultural Initiatives - MDJM's ongoing development of the Eastern garden at Fernie Castle is expected to benefit from Professor Campbell's expertise, enhancing the cultural integrity and artistic value of the projects [4]. - The company aims to leverage its historic properties for Eastern and Western cultural exchanges, with the renovation of Fernie Castle serving as a venue for global cultural dialogue [4][5]. Strategic Vision - The Chairman and CEO of MDJM expressed confidence that Professor Campbell's knowledge will significantly enhance the company's cultural projects and foster cultural diversity through innovative collaborations [5].

Core Insights - MDJM LTD has appointed Dr. Pei-Kai Cheng to the Expert Committee of its subsidiary, MD Local Global Limited, enhancing its cultural projects in the UK [1][3] - Dr. Cheng's expertise in Chinese culture and history is expected to significantly support MDJM's initiatives, promoting cultural value and facilitating East-West cultural exchange [3][5] - The company is actively expanding its operations in the UK, transforming historical properties into cultural hubs that integrate modern technology with historical significance [6] Company Developments - Dr. Cheng's appointment is anticipated to elevate ongoing projects such as TestBed2 in Chongqing, focusing on urban renewal and cultural integration [4] - MDJM is committed to launching various cultural initiatives, including exhibitions, forums, and cultural tourism, through collaborations with global cultural figures [5] - The company is remodeling properties like Fernie Castle and Robin Hill into multifunctional cultural venues, enhancing its cultural business footprint [6]

Core Viewpoint - MDJM LTD has entered a strategic cooperation agreement with Chongqing Tu Bi Business Management Co., Ltd. to integrate cultural arts into its portfolio and expand cultural business initiatives [1][2] Group 1: Partnership Details - The agreement will leverage mutual interests in the arts to enhance artistic communication, develop cultural products, and engage in capital operations [2] - Regular artistic activities will be organized, including workshops, lectures, art exhibitions, and artist-in-residence programs to foster interaction between artists [2] - A major initiative includes the joint development of cultural products for international markets, focusing on blending traditional Chinese elements with contemporary design [2] Group 2: Infrastructure Development - The partnership will transform a villa at the Victorian Robin Hill Hotel into the "Eling TESTBED2 Overseas Art Center" to exhibit and promote artistic creations [3] - Collaboration will also occur during the renovation of Fernie Castle to ensure it showcases the results of the partnership [3] Group 3: Digital Initiatives - The collaboration will explore the digitization of art assets, including digital archiving and NFTs, to access new markets [5] - Support will be provided for digital art platforms to facilitate trading and showcasing of digital artwork [5] Group 4: Company Vision - The partnership exemplifies the company's commitment to cultural development and global communication, aiming to strengthen its market position and deliver value to shareholders [6]

Corporate Structure and Operations - The company operates through subsidiaries in the UK and China, utilizing a VIE structure to consolidate financial results under U.S. GAAP[10] - The VIE structure allows for foreign investment in China-based companies, despite legal restrictions on direct foreign ownership[10] - The VIE Agreements provide WFOE with operational control, but there are risks associated with the enforcement of these agreements under PRC law[24] - The company has received all requisite licenses and permissions needed to engage in its current business operations in China[31] - WFOE has completed foreign exchange registration under PRC regulations, allowing it to legally distribute earnings to the Company without prior approval from the State Administration of Foreign Exchange[48] Financial Performance - Revenue generated through the PRC operating entities for the year ended December 31, 2023, was $41,954, a decrease of $392,417, or 90%, from $434,371 in the same period of 2022[75] - Revenue for the year ended December 31, 2022, was $434,371, a decrease of $4,012,393, or 90%, from $4,446,764 in the same period of 2021[76] - The decline in revenue for 2023 was primarily due to decreased sales in the new residential housing market in China[75] - The average commission rate achieved by the PRC operating entities in 2023, 2022, and 2021 was 0.47%, 0.5%, and 0.72%, respectively[74] - During the year ended December 31, 2023, revenue from one major customer represented 28% of total revenue, with major clients accounting for approximately 29%, 79%, and 67% of total revenue in 2023, 2022, and 2021 respectively[98] Regulatory Environment - The company is subject to regulatory risks due to its operations in China, which could impact the value of its securities[27] - The PRC government imposes controls on the conversion of RMB into foreign currencies, which may hinder the company’s ability to remit foreign currency for dividend payments[45] - The Cybersecurity Review Measures require online platform operators with personal information of at least one million users to undergo a cybersecurity review before listing overseas[157] - The CSRC's Trial Measures require domestic companies seeking to list securities overseas to complete filing procedures within three working days of submission[166] - The PRC legal system's rapid evolution creates uncertainties in the interpretation and enforcement of laws, which could materially affect the company's operations[147] Dividend and Profit Distribution - The company intends to keep future earnings to finance business expansion and does not anticipate paying cash dividends in the foreseeable future[40] - Current PRC regulations permit WFOE to pay dividends to MDJH Hong Kong only out of its accumulated profits[44] - The PRC operating entities can only pay dividends to offshore subsidiaries from accumulated profits, and must set aside at least 10% of profits for reserve funds[203] - If the company is considered a PRC tax resident enterprise, dividends paid to overseas shareholders may be subject to PRC withholding tax at a rate of up to 10.0%[46] - A reduced withholding tax rate of 5% may apply if certain conditions are met, including at least 25% ownership by a Hong Kong enterprise for 12 consecutive months[205] Market Conditions and Competition - The PRC real estate market has experienced rapid demand growth over the past decade, but this growth is often accompanied by volatility in market conditions and prices[51] - The PRC operating entities face intense competition in their business segments, which may affect their ability to maintain current fee arrangements or margin levels[79] - The PRC operating entities have been reducing their operations in China since 2021 and have expanded into European markets by establishing subsidiaries in the UK and Germany[75] - The overall impact of relaxed restrictions on the real estate market will depend on the implementation and interpretation of policies by governmental agencies and local governments[66] - The PRC operating entities' sales performance is influenced by various factors, including the appetite of prospective buyers and the general economic environment[74] Labor and Employment - The average wage level for employees has increased, and labor costs are expected to continue rising, potentially impacting profitability[114] - The PRC operating entities must comply with strict regulatory requirements regarding labor contracts and employee benefits, which could limit operational flexibility[116] - The PRC operating entities have taken steps to decrease the number of seconded employees to comply with labor regulations, which may incur additional costs[116] Risks and Uncertainties - The company may face challenges in obtaining required government approvals or completing registrations for future capital contributions or loans to its PRC subsidiary, impacting liquidity and expansion[188] - There are substantial uncertainties regarding the interpretation and application of PRC laws and regulations, which may affect the profitability of the PRC operating entities[144] - The COVID-19 pandemic did not have a material impact on the company's business operations and financial results in 2023[67] - Political uncertainties in Europe, including Brexit, could negatively impact the real estate market and the financial condition of MD German, which has not yet generated revenue[125] - The potential for a Eurozone member to default on debt obligations could lead to significant financial and legal consequences, adversely affecting MD German's future business[126]

Core Insights - MDJM LTD has announced a collaboration with Miansu sculpting artist Mingyuan Chen, emphasizing the company's commitment to integrating cultural arts into its business strategy [1][4] - The inaugural exhibition featuring Chen's Miansu sculptures will take place at MDJM's Robin Hill Hotel in England this May, showcasing significant pieces of Chinese cultural heritage [2][4] - MDJM is also undertaking a restoration project for Fernie Castle, which includes extensive renovations and the development of a large Eastern-style garden, aimed at enhancing historical charm and generating local economic benefits [3][4] Company Initiatives - The partnership with Mingyuan Chen is part of MDJM's broader cultural business initiative, which aims to promote cultural appreciation and community engagement through various events and educational programs [4] - The exhibition will include notable works such as "Han Xizai's Evening Banquet," "The Eight Immortals," and "Enlightenment," providing an immersive experience of Chinese culture for visitors [2] - The restoration of Fernie Castle has passed initial reviews and is entering the detailed planning stage, with a comprehensive plan that includes expanding the castle and renovating surrounding landscapes [3] Strategic Goals - MDJM aims to broaden its cultural programming by collaborating with diverse artists and hosting a series of events that promote cultural tourism and community engagement [4] - The ongoing innovation in historical properties and cultural offerings is expected to create unique experiences for guests and deliver value to shareholders [4] - The company focuses on international expansion in real estate-related hospitality and services, indicating a strategic direction towards enhancing its market position [5]

Group 1 - The project marks MDJM's entry into the cultural and economic sphere, aiming to promote cultural exchanges between Eastern and Western cultures and enhance local economic development through job creation [1][7] - MDJM plans to restore the Fernie Castle property, including extensive renovations and the creation of an oriental-style garden, to serve as a unique art platform for cultural understanding [2][3] - The project has received preliminary approval from Fife Council and is expected to positively impact the local tourism industry by creating numerous jobs [3] Group 2 - A professional consulting team, including experts in various fields, is being assembled to enhance the project's cultural and commercial value [4] - The integration of an oriental garden with a historic castle is expected to attract significant attention and create commercial value in the cultural tourism space [5] - MDJM aims to foster cooperation with influential figures in various artistic fields to launch products and initiatives that promote cultural exchange and education [6] Group 3 - Fernie Castle and its garden will serve as an art platform for various cultural activities, facilitating exchanges between Eastern and Western artists [7] - The project is positioned as a landmark in cultural exchange, aiming to evoke the essence of historical authenticity in garden design [8] - MDJM, founded in 2002, is undergoing a transformation towards globalization, focusing on real estate-related hospitality and cultural initiatives [9]

Core Insights - MDJM LTD has shifted its strategic focus towards integrating cultural arts and hotel services in the UK market since August 2022, aiming for global expansion and value creation [1][4] Key Developments and Achievements in 2023 - The successful opening of Robin Hill Hotel in March 2023, acquired in December 2022, exemplifies the company's commitment to blending historical heritage with modern luxury [2] - The renovation of Fernie Castle, acquired in August 2022, has transformed it into a cultural heritage hub, offering unique services like castle-themed weddings and a treehouse experience [2] Future Outlook and Vision - The company plans to integrate modern digital technology with historical sites to enhance operational efficiency and guest experiences, aiming to create assets that are both historically significant and practically valuable [3] - Future strategies include establishing partnerships with renowned architectural and design institutions to develop culturally rich hotels globally [3][4] - MDJM aims to diversify its service offerings in the cultural and hospitality sectors worldwide, focusing on locally immersive tourism experiences [4]

Financial Performance - Total revenue for the six months ended June 30, 2023, was $39,966, a decrease of 91.4% compared to $461,149 for the same period in 2022[7] - Net loss for the six months ended June 30, 2023, was $793,699, compared to a net loss of $1,263,601 for the same period in 2022, representing a 37.1% improvement[7] - The company reported a loss from operations of $(894,182) for the six months ended June 30, 2023, compared to $(1,308,519) in the same period of 2022[7] - The net loss for 2023 was $793,699, a significant improvement from a net loss of $1,263,601 in 2022, representing a reduction of approximately 37%[15] - Cash used in operating activities decreased to $264,997 in 2023 from $930,363 in 2022, indicating a reduction of about 71%[15] - The Group reported a net loss attributable to ordinary shareholders of $793,699 for the six months ended June 30, 2023, compared to a net loss of $1,263,601 for the same period in 2022, resulting in a basic and diluted loss per share of $(0.07) compared to $(0.11) in 2022[69] Expenses and Liabilities - Total operating expenses for the six months ended June 30, 2023, were $934,148, down 47.3% from $1,769,668 in the prior year[7] - Total current liabilities decreased significantly to $162,429 as of June 30, 2023, from $705,944 as of December 31, 2022, a reduction of 77.0%[5] - The company incurred interest expenses of $1,108 in 2023, down from $2,306 in 2022, representing a decrease of approximately 52%[15] - Total accounts payable and accrued liabilities decreased to $137,286 as of June 30, 2023, from $313,086 as of December 31, 2022, indicating a reduction of approximately 56.2%[103] Assets and Cash Position - Cash and cash equivalents decreased to $761,580 as of June 30, 2023, from $1,433,158 as of December 31, 2022, a decline of 46.8%[5] - Total assets decreased to $4,286,815 as of June 30, 2023, down 24.0% from $5,635,075 as of December 31, 2022[5] - The total shareholders' equity decreased to $4,124,386 as of June 30, 2023, from $4,929,131 as of December 31, 2022, a decline of 16.3%[5] - The total cash, cash equivalents, and restricted cash at the end of the period was $761,580, down from $5,029,611 in 2022, a decrease of about 85%[15] - As of June 30, 2023, restricted cash amounted to $4,533, a decrease from $512,729 in the same period of 2022[40] - The Group's total unprotected cash in PRC banks was approximately $0 as of June 30, 2023, down from $553,000 in 2022, indicating a significant reduction in exposure to credit risk[71] Revenue Sources - Hotel income reached $34,716,000, contributing 87% to total revenue for the six months ended June 30, 2023[127] - Revenue from the Group's major customer accounted for approximately 82% of total revenue, with accounts receivable from this customer amounting to $226,829 as of June 30, 2022[83] - Real estate agent income for the six months ended June 30, 2023, was $1,709,000, representing a 4% contribution to total revenue[127] - Rental management income increased to $3,541,000, accounting for 9% of total revenue for the six months ended June 30, 2023[127] - Geographic revenue distribution shows that the UK accounted for 96% of total revenue, with $38,257,000 reported[127] Operational Developments - The company has expanded its operations in the UK, acquiring two real estate properties remodeled as hotels with restaurant facilities in 2022[16] - MDJM UK acquired 100% ownership of Mansions Catering and Hotel LTD in May 2022, enhancing its hospitality business[18] - The Group started engaging in hotel operations in May 2023, recognizing revenue from room sales, food and beverage services, and event space rentals[49] - The company established a wholly-owned subsidiary in the UK named Fernie Castile Culture Limited to manage and develop the "Fernie" brand[128] Legal and Compliance - The company has entered into VIE Agreements to control and receive economic benefits from Mingda Tianjin, ensuring consolidation of financial results[26] - The company believes that the VIE Agreements are compliant with PRC law, although uncertainties in the legal system may pose risks[26] - The Group recorded a loss of $240,431 on deconsolidation due to the dissolution of Mingdajiahe (Tianjin) Co., Ltd. Suzhou Branch in October 2022[33] Taxation and Financial Reporting - The effective income tax rate for the Group for the six months ended June 30, 2023, was -2.52%, compared to 0.00% for the same period in 2022[95] - The Group's deferred tax assets were $0 as of June 30, 2023, down from $11,121 as of December 31, 2022, indicating a complete write-off of deferred tax assets[92] - The VAT rate applicable to the Group's subsidiaries in the PRC is 6%, while the standard VAT rate in the UK is 20%[56] Shareholder Information - The Company is authorized to issue up to 50,000,000 ordinary shares, with 11,675,216 ordinary shares issued and outstanding as of June 30, 2023[109] - The underwriter's warrants were valued at $1.51 per warrant, totaling $190,384, and will expire on November 13, 2023[111] - The Company may offer and sell up to $70,000,000 of its ordinary shares and other securities in one or more offerings, subject to certain limitations[113] - The Group has not declared any dividends as of June 30, 2023, and intends to retain available funds for business operations and expansion[95]

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ 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 OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE AC ...