Core Viewpoint - Meiwu Technology Company Limited has entered into an agreement with Shenzhen Zhinuo Weichuang Technology Co., Ltd. to enhance its brand influence and market competitiveness [1][2]. Group 1: Agreement Details - The agreement with Zhinuo Weichuang is for a term from July 1, 2025, to June 30, 2026, focusing on comprehensive marketing services [2]. - The service fee structure includes a fixed upfront fee of RMB 1,000,000 and a monthly service fee of RMB 200,000 [4]. Group 2: Services Provided - Zhinuo Weichuang will provide services such as market research, strategic planning, ongoing operational services, and data analysis [4]. - The company will also assist in API connections and data interface development, along with a performance-based fee structure linked to conversion results on major e-commerce platforms [4]. Group 3: Company Background - Meiwu Technology Company Limited, incorporated in the British Virgin Islands, transitioned its business from online sales of food products to the skincare industry [5]. - The company currently sells functional skincare products through its subsidiary, Xiamen Chunshang Health Technology Co., Ltd. [5].

Core Viewpoint - Meiwu Technology Company Limited has entered into an agreement with Shenzhen Zhinuo Weichuang Technology Co., Ltd. to enhance its brand influence and market competitiveness [1][2]. Group 1: Agreement Details - The agreement with Zhinuo Weichuang is for a term from July 1, 2025, to June 30, 2026, focusing on comprehensive marketing services [2]. - The service fee structure includes a fixed upfront fee of RMB 1,000,000 and a monthly service fee of RMB 200,000 [4]. Group 2: Services Provided - Zhinuo Weichuang will provide services such as market research, strategic planning, ongoing operational services, and API connections [4]. - The company aims to enhance brand exposure and market competitiveness through digital marketing technologies and data analysis [3]. Group 3: Company Background - Meiwu Technology Company Limited, incorporated on December 4, 2018, has transitioned its business focus from online sales of food products to the skincare industry [5]. - The company currently sells functional skincare products through its subsidiary, Xiamen Chunshang Health Technology Co., Ltd. [5].

PART I [Item 3. Key Information](index=7&type=section&id=Item%203.%20Key%20Information) This section outlines the company's offshore holding structure, the termination of its VIE in December 2024, associated China operational risks, and presents condensed consolidated financial data and a comprehensive list of risk factors - The company is a British Virgin Islands holding company, not a direct Chinese operating company, conducting business through its PRC subsidiaries[38](index=38&type=chunk) - In **December 2024**, the company **terminated its Variable Interest Entity (VIE) structure** due to continued losses and a strategic shift to the functional skincare business, and currently has **no VIE structure** in China[40](index=40&type=chunk)[57](index=57&type=chunk) - The company's auditor, **Enrome LLP**, is headquartered in Singapore and is subject to **PCAOB inspection**, therefore the company does **not expect to be identified as a Commission-Identified Issuer** under the HFCAA for the fiscal year ended December 31, 2024[45](index=45&type=chunk) - As of the report date, the company's subsidiaries have not made any dividend distributions to the parent company, and the company has not paid any dividends to its shareholders, with future earnings intended for reinvestment[52](index=52&type=chunk) [Financial Information Relating to the Former VIEs](index=12&type=section&id=Financial%20Information%20Relating%20to%20the%20Former%20VIEs) This subsection presents selected condensed consolidated financial data for Meiwu Technology, its subsidiaries, and the former VIE for fiscal years 2022-2024, detailing financial performance and position Selected Condensed Consolidated Statements of Operations (USD) | Indicator | 2024 | 2023 | 2022 | | :--- | :--- | :--- | :--- | | **Total Revenue** | $158,485 | $10,977,429 | $10,978,571 | | **Total Cost of revenue** | $91,354 | $8,394,364 | $9,803,883 | | **Net (Loss) Income** | $5,114,684 | $(16,312,705) | $(11,219,851) | Selected Condensed Consolidated Balance Sheet Data (USD) | Indicator | As of Dec 31, 2024 | As of Dec 31, 2023 | | :--- | :--- | :--- | | **Total Assets** | $60,945,135 | $20,584,279 | | **Total Liabilities** | $1,967,772 | $11,568,372 | | **Total Shareholders' Equity** | $58,977,363 | $9,015,907 | Selected Condensed Consolidated Statements of Cash Flows (USD) | Indicator | For the year ended Dec 31, 2024 | For the year ended Dec 31, 2023 | For the year ended Dec 31, 2022 | | :--- | :--- | :--- | :--- | | **Net cash from operating activities** | $(14,064,609) | $(7,422,839) | $(5,522,340) | | **Net cash from investing activities** | $(943,376) | $(5,539) | $(25,916) | | **Net cash from financing activities** | $45,968,149 | $276,794 | $2,877,500 | [Risk Factors](index=15&type=section&id=D.%20Risk%20Factors) This subsection outlines the principal risks faced by the company, categorized into those related to the new functional skincare business, operating in China, and ownership of its ordinary shares - The company has a limited operating history in the dynamic functional skincare industry and relies on formulas provided by third parties, which poses a risk if competitors use similar formulas[75](index=75&type=chunk)[77](index=77&type=chunk) - The PRC government has significant authority to regulate operations, and uncertainties in the interpretation and enforcement of Chinese laws, including those related to overseas listings (CSRC filings) and data security (CAC review), could materially impact the business and share value[44](index=44&type=chunk)[135](index=135&type=chunk)[173](index=173&type=chunk) - As a holding company, Meiwu relies on dividends from its PRC subsidiaries, with PRC regulations restricting their ability to transfer funds, requiring statutory reserves and currency conversion controls, which could limit the company's ability to fund operations or pay dividends to its own shareholders[180](index=180&type=chunk)[182](index=182&type=chunk)[193](index=193&type=chunk) - The company has identified a **material weakness** in its internal control over financial reporting as of **December 31, 2024**, specifically a **lack of in-house accounting personnel** with sufficient knowledge of U.S. GAAP and SEC reporting requirements[230](index=230&type=chunk) [Item 4. Information on the Company](index=49&type=section&id=Item%204.%20Information%20on%20the%20Company) This section provides a detailed overview of the company's history, strategic business transition to functional skincare, and operational structure, including intellectual property and cybersecurity measures - The company was incorporated in the British Virgin Islands on **December 4, 2018**, and its ordinary shares began trading on the **Nasdaq** on **December 15, 2020**, under the symbol **"WNW"**[246](index=246&type=chunk)[257](index=257&type=chunk) - In the **last quarter of 2024**, the company implemented a strategic transition to expand into the **functional skincare business**, which accounted for **38% of total revenue** for the year ended **December 31, 2024**[287](index=287&type=chunk) - Prior to **December 2024**, the company operated an **SMS business** (suspended in **Dec 2023**) and an e-commerce business for food products, with the SMS business generating **77.1% of revenue** for **FY2023**, while for **FY2024**, the food e-commerce business generated **54.6% of revenue**[309](index=309&type=chunk)[312](index=312&type=chunk) - On **April 1, 2025**, the company effectuated a **one-for-twenty reverse stock split** of its Ordinary Shares[272](index=272&type=chunk) [History and Development of the Company](index=49&type=section&id=A.%20History%20and%20development%20of%20the%20Company.) This subsection outlines the company's corporate evolution from 2018, including its IPO, name changes, acquisitions, VIE termination, a reverse stock split, and recent financing activities - On **December 10, 2024**, the company **terminated its VIE agreements** with Meiwu Zhishi Technology (Shenzhen) Co., Ltd[269](index=269&type=chunk) - On **December 24, 2024**, the company **disposed of its subsidiaries** Magnum International Holdings Limited and Xinfuxin International Holdings Limited for **$10 each** to an unaffiliated purchaser[270](index=270&type=chunk)[271](index=271&type=chunk) 2024 Financing Activities | Date | Transaction | Gross Proceeds/Amount | Details | | :--- | :--- | :--- | :--- | | May 17, 2024 | Convertible Notes Offering | $1,000,000 | Issued to three unaffiliated investors with 10% OID and 10% interest | | Dec 2, 2024 | Primary Public Offering | $24,000,000 | Sale of 30,000,000 Ordinary Shares at $0.80 per share | | Oct 22, 2024 | Private SPA | $24,000,000 | Sale of 30,000,000 Resale Shares to Chairman Mr. Changbin Xia at $0.80 per share (no proceeds to company) | [Business Overview](index=54&type=section&id=B.%20Business%20overview) This subsection details the company's business operations, focusing on the strategic shift to functional skincare, its products, R&D, and sales channels, alongside legacy businesses and market outlook - The company's new **functional skincare business**, launched in **Q4 2024**, offers products like essence, serum, and collagen beverages, aiming to build an ecosystem including R&D, distributor support, and franchisee partnerships[287](index=287&type=chunk)[288](index=288&type=chunk)[289](index=289&type=chunk) - The company entered into an agreement with Meixing Biology Research Institute to jointly develop a light therapy anti-aging skincare product, with the company providing **RMB 15 million (US$2.1 million)** for R&D expenses[293](index=293&type=chunk) - The **SMS service business**, operated by Code Beating, was suspended in **December 2023** due to declining competitiveness and profit margins[312](index=312&type=chunk) Revenue by Business Line (FY 2022-2024) | Business Line | % of Total Revenue (2024) | % of Total Revenue (2023) | % of Total Revenue (2022) | | :--- | :--- | :--- | :--- | | Functional Skincare | 38.0% | 0% | 0% | | E-Commerce (Food) | 54.6% | 22.9% | 19.5% | | SMS Business | 0% | 77.1% | 80.5% | [Regulations](index=63&type=section&id=REGULATIONS) This subsection summarizes significant PRC rules and regulations affecting the company's business, covering foreign investment, functional skincare, intellectual property, tax, foreign exchange, overseas listings, and cybersecurity - The company's operations are subject to **PRC laws on foreign investment**, which use a **"negative list"** to define prohibited or restricted industries, with value-added telecommunication services (excluding e-commerce) remaining restricted[334](index=334&type=chunk)[341](index=341&type=chunk)[344](index=344&type=chunk) - Under PRC law, dividends paid by a PRC subsidiary to a foreign investor are subject to a **10% withholding tax**, which may be reduced to **5%** for a Hong Kong resident enterprise under the Double Tax Avoidance Arrangement, provided certain conditions are met[355](index=355&type=chunk) - The CSRC's Overseas Listings Rules, effective **March 31, 2023**, require domestic companies to complete filing procedures for overseas offerings, with already listed companies like Meiwu needing to file for subsequent offerings[363](index=363&type=chunk) - The PRC Cybersecurity Law and the Personal Information Protection Law (PIPL) impose strict requirements on data collection, storage, and use, with the CAC Revised Measures requiring network platform operators with over **one million users** seeking foreign listing to undergo a cybersecurity review[368](index=368&type=chunk)[370](index=370&type=chunk) [Item 5. Operating and Financial Review and Prospects](index=76&type=section&id=Item%205.%20Operating%20and%20Financial%20Review%20and%20Prospects) This section provides management's discussion and analysis of the company's financial condition and results of operations, detailing the 2024 business transition, revenue, profitability, liquidity, and critical accounting estimates - The company's business model shifted significantly in **2024**, with the **SMS business was discontinued**, and a new **functional skincare business** launched, which generated **45.4% of total revenue** in its first year of operation[406](index=406&type=chunk) - Net revenue plummeted by **99%** from **$11.0 million in 2023** to **$158,485 in 2024**, primarily due to the **cessation of the SMS business**[417](index=417&type=chunk) - Despite the revenue drop, the company reported a **net income of $5.1 million in 2024**, a stark contrast to the **$16.3 million net loss in 2023**, driven by an **$8.2 million gain** from the **disposal of subsidiaries** and a **significant decrease in asset impairment losses**[415](index=415&type=chunk)[431](index=431&type=chunk) - Cash and cash equivalents increased substantially to **$43.4 million as of December 31, 2024**, from **$16.1 million in 2023**, primarily funded by **$47.7 million** from the issuance of common stock[458](index=458&type=chunk)[465](index=465&type=chunk) [Operating Results](index=78&type=section&id=A.%20Operating%20Results) This subsection provides a detailed comparative analysis of the company's operational results for fiscal years 2024 vs. 2023 and 2023 vs. 2022, highlighting revenue, gross margin, net income/loss, and the impact of disposals and impairment Financial Performance Summary (2024 vs. 2023) | Metric | 2024 | 2023 | Change (%) | | :--- | :--- | :--- | :--- | | Total Net Revenues | $158,485 | $10,977,429 | (99)% | | Gross Profit | $67,131 | $2,583,065 | (97)% | | Gross Margin | 42.4% | 23.5% | +18.9 p.p. | | Loss from Operations | $(2,047,017) | $(1,516,786) | (6)% | | Net Income (Loss) | $5,114,684 | $(16,312,705) | 131% | - The significant increase in net income for 2024 was primarily due to an **$8.2 million gain** on the **disposal of subsidiaries** (Meiwu Zhishi, Magnum, and Xinfuxin) and a **$13.2 million decrease in asset impairment losses** compared to 2023[430](index=430&type=chunk)[431](index=431&type=chunk) Financial Performance Summary (2023 vs. 2022) | Metric | 2023 | 2022 | Change (%) | | :--- | :--- | :--- | :--- | | Total Net Revenues | $10,977,429 | $10,978,571 | 0% | | Gross Profit | $2,583,065 | $1,174,688 | 120% | | Loss from Operations | $(1,516,786) | $(3,739,370) | 65% | | Net Loss | $(16,312,705) | $(11,219,851) | (45)% | - The **net loss in 2023 widened significantly** compared to 2022, primarily due to a **$14.7 million asset impairment loss** related to the software development of Yundian and goodwill of Yuanxing[436](index=436&type=chunk)[453](index=453&type=chunk) [Liquidity and Capital Resources](index=87&type=section&id=B.%20Liquidity%20and%20Capital%20Resources) This subsection analyzes the company's liquidity, capital resources, and cash flows, noting a significant increase in cash and working capital in 2024 primarily due to equity contributions from shareholders Cash Flow Summary (USD) | Cash Flow Activity | 2024 | 2023 | 2022 | | :--- | :--- | :--- | :--- | | Net cash used in operating activities | $(13,621,906) | $(7,422,839) | $(5,522,340) | | Net cash used in investing activities | $(943,376) | $(5,539) | $(25,916) | | Net cash provided by financing activities | $45,525,266 | $276,794 | $2,877,500 | - Net cash from financing activities in 2024 was **$45.5 million**, primarily consisting of **$47.7 million** from the issuance of common stock[465](index=465&type=chunk) - Net cash used in operating activities in 2024 was approximately **$13.6 million**, mainly driven by a **$16.8 million increase** in advances to suppliers and a **$12.0 million increase** in accrued liabilities, offset by net income and other non-cash adjustments[461](index=461&type=chunk) [Critical Accounting Estimates](index=89&type=section&id=E.%20Critical%20Accounting%20Estimates.) This subsection details significant accounting policies requiring critical judgments and estimates, including historical VIE consolidation, revenue recognition under ASC 606, inventory valuation, and income tax accounting - The company historically consolidated its former VIE, Meiwu Shenzhen, based on contractual arrangements that gave it effective control and economic benefits, with this VIE structure **terminated on December 10, 2024**[471](index=471&type=chunk)[472](index=472&type=chunk)[474](index=474&type=chunk) - Revenue is recognized under **ASC 606** when control of goods or services transfers to the customer, with the company acting as a principal in its sales transactions, recognizing revenue on a **gross basis**, as it controls the goods, bears inventory risk, and sets prices[478](index=478&type=chunk)[481](index=481&type=chunk) - The company maintains a **full valuation allowance** against its **deferred tax assets**, as management has determined it is more likely than not that these assets will not be realized due to uncertainties surrounding future profitability[489](index=489&type=chunk)[847](index=847&type=chunk) [Item 6. Directors, Senior Management and Employees](index=93&type=section&id=Item%206.%20Directors,%20Senior%20Management%20and%20Employees) This section provides information on the company's governance, human resources, executive compensation, board structure, employee numbers, and share ownership details for major shareholders and management - The board of directors consists of **seven members**, including a Chairman, CEO, COO, and **three independent directors**[491](index=491&type=chunk)[512](index=512&type=chunk) - The company has adopted a **2022 Equity Incentive Plan** and a **2024 Equity Incentive Plan** to attract and retain personnel, with a total of **7,065 and 21,925 post-split shares** issued under the respective plans as of the report date[510](index=510&type=chunk)[511](index=511&type=chunk) - As of the report date, the company employed a total of **40 employees**, primarily in general management, operations, and product departments[542](index=542&type=chunk) - Chairman Changbin Xia is the largest beneficial owner, holding **1,507,285 ordinary shares**, which represents **47.58%** of the outstanding shares[547](index=547&type=chunk) [Item 7. Major Shareholders and Related Party Transactions](index=105&type=section&id=Item%207.%20Major%20Shareholders%20and%20Related%20Party%20Transactions) This section discloses the company's major shareholders and details related party transactions for fiscal year 2024, primarily an interest-free loan from the Chairman of the Board - The company has an outstanding loan from its Chairman, Changbin Xia, which serves as working capital, with the balance due to Mr. Xia being **$1,287,629** as of **December 31, 2024**, and the loan is **interest-free** and due on demand[552](index=552&type=chunk) - During the year ended December 31, 2023, the company purchased **$18,310** in food products from and had sales of **$21,215** to related parties, with no such transactions occurring in **2024**[553](index=553&type=chunk) [Item 8. Financial Information](index=106&type=section&id=Item%208.%20Financial%20Information) This section confirms the location of full financial statements, states no material legal proceedings, and outlines the company's dividend policy, including restrictions on PRC subsidiary distributions - The company is **not currently a party to any legal proceedings** that are expected to have a **material impact** on its business or financial condition[555](index=555&type=chunk) - The company has **never declared a dividend** and does not plan to in the foreseeable future, with its ability to pay dividends dependent on receiving funds from its PRC subsidiaries, which is subject to PRC regulations on profit distribution and currency controls[556](index=556&type=chunk)[560](index=560&type=chunk) [Item 10. Additional Information](index=108&type=section&id=Item%2010.%20Additional%20Information) This section provides supplementary information, primarily focusing on taxation, including U.S. tax consequences for shareholders, British Virgin Islands and PRC tax regimes, and the company's Passive Foreign Investment Company (PFIC) status - The company is incorporated in the British Virgin Islands and is **not subject to income or capital gains tax** there, with **no withholding tax** on dividends paid by the company[584](index=584&type=chunk)[585](index=585&type=chunk) - The company's PRC subsidiaries are subject to a **25% Enterprise Income Tax (EIT)**, and dividends paid from PRC subsidiaries to foreign parent companies are generally subject to a **10% withholding tax**[576](index=576&type=chunk)[842](index=842&type=chunk) - The company does **not believe it was a Passive Foreign Investment Company (PFIC)** for the taxable year ended **December 31, 2024**, and does not anticipate becoming one, though PFIC status is an annual determination dependent on income, assets, and share market price[599](index=599&type=chunk) [Item 11. Quantitative and Qualitative Disclosures About Market Risk](index=116&type=section&id=Item%2011.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section addresses the company's exposure to market risks, primarily interest rate risk, noting no material exposure due to the absence of outstanding bank borrowings or loans - The company believes it is **not currently exposed to material risks** from interest rate fluctuations as it has **no outstanding bank borrowings or loans**[620](index=620&type=chunk) PART II [Item 15. Controls and Procedures](index=117&type=section&id=Item%2015.%20Controls%20and%20Procedures) This section contains management's assessment of the company's internal controls, concluding that both disclosure controls and internal control over financial reporting were ineffective as of December 31, 2024, due to a material weakness - Management concluded that the company's disclosure controls and procedures were **ineffective** as of **December 31, 2024**[631](index=631&type=chunk) - Management's assessment concluded that the company's internal control over financial reporting was **not effective** as of **December 31, 2024**, based on the COSO 2013 framework[635](index=635&type=chunk) - A **material weakness** was identified due to a **lack of in-house accounting personnel** with sufficient knowledge of U.S. GAAP and SEC reporting experience, with the company taking steps to remediate this by hiring outside financial personnel[636](index=636&type=chunk)[637](index=637&type=chunk) [Item 16. Corporate Governance and Other Disclosures](index=118&type=section&id=Item%2016.%20Corporate%20Governance%20and%20Other%20Disclosures) This section covers corporate governance and disclosure topics, including the audit committee financial expert, accountant fees, foreign private issuer exemptions, cybersecurity risk management, and adopted policies - The Board of Directors has determined that Ms. Aiwei Luo qualifies as the **audit committee financial expert**[639](index=639&type=chunk) Principal Accountant Fees (USD) | Fee Type | Fiscal 2024 | Fiscal 2023 | | :--- | :--- | :--- | | Audit Fees | $200,000 | $190,000 | | Audit-Related Fees | - | - | | Tax Fees | - | - | | All Other Fees | - | - | | **Total** | **$200,000** | **$190,000** | - As a **foreign private issuer**, the company follows certain home country (British Virgin Islands) practices in lieu of Nasdaq rules, such as not requiring shareholder approval for all equity compensation plans[652](index=652&type=chunk)[660](index=660&type=chunk) - The company has a cybersecurity risk management program with board oversight, and **No cybersecurity incidents** that materially affected the company were detected in the year ended **December 31, 2024**[658](index=658&type=chunk)[661](index=661&type=chunk) PART III [Item 18. Financial Statements](index=123&type=section&id=Item%2018.%20Financial%20Statements) This section contains the company's audited consolidated financial statements for fiscal years 2022-2024, prepared under U.S. GAAP, including the independent auditor's report, primary financial statements, and detailed accompanying notes [Consolidated Balance Sheets](index=125&type=section&id=Consolidated%20Balance%20Sheets) The consolidated balance sheets present the company's financial position as of December 31, 2024 and 2023, showing significant increases in total assets and stockholders' equity, and a substantial decrease in total liabilities Consolidated Balance Sheet Highlights (in USD) | Account | Dec 31, 2024 | Dec 31, 2023 | | :--- | :--- | :--- | | **Current Assets** | | | | Cash and cash equivalents | $43,396,977 | $16,060,686 | | Advances to suppliers, net | $16,546,521 | $774,467 | | **Total Assets** | **$60,945,135** | **$20,584,279** | | **Current Liabilities** | | | | Accounts payable | $17,532 | $2,547,805 | | **Total Liabilities** | **$1,967,772** | **$11,568,372** | | **Total Stockholders' Equity** | **$58,977,363** | **$9,015,907** | [Consolidated Statements of Operations and Comprehensive Income/(Loss)](index=126&type=section&id=Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Income%2F(Loss)) The consolidated statements of operations show a dramatic shift in performance, with a 99% revenue fall in 2024 but a net income of $5.1 million, primarily due to gains on subsidiary disposals and reduced impairment losses Consolidated Statement of Operations Highlights (in USD) | Account | 2024 | 2023 | 2022 | | :--- | :--- | :--- | :--- | | Total revenue | $158,485 | $10,977,429 | $10,978,571 | | Gross Profit | $67,131 | $2,583,065 | $1,174,688 | | Loss from Operations | $(2,047,017) | $(1,516,786) | $(3,739,370) | | Gain (loss) on disposal of subsidiaries | $8,220,215 | $(28,648) | $14,002 | | Assets impairment loss | $(1,449,371) | $(14,698,853) | $(6,736,684) | | **Net Income (Loss)** | **$5,114,684** | **$(16,312,705)** | **$(11,219,851)** | | **Loss Per Share (Basic & Diluted)** | **$0.16** | **$(6.54)** | **$(10.04)** | [Consolidated Statements of Changes in Shareholders' Equity](index=127&type=section&id=Consolidated%20Statements%20of%20Changes%20in%20Shareholders'%20Equity) This statement details changes in shareholders' equity over the past three years, showing a significant increase in 2024 driven by capital contributions from share issuances and net income, offset by foreign currency translation loss - Total shareholders' equity increased from **$9.0 million at year-end 2023** to **$59.0 million at year-end 2024**[673](index=673&type=chunk) - The main drivers for the equity increase in 2024 were capital contributions of **$47.7 million** from issuing **60 million shares** and a **net income of $5.1 million**[673](index=673&type=chunk) [Consolidated Statements of Cash Flows](index=128&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) The consolidated statements of cash flows show increased net cash used in operating activities in 2024, offset by significant cash provided by financing activities, resulting in a substantial year-end cash balance increase Consolidated Statement of Cash Flows Highlights (in USD) | Account | 2024 | 2023 | 2022 | | :--- | :--- | :--- | :--- | | Net cash used in operating activities | $(14,064,609) | $(7,422,839) | $(5,522,340) | | Net cash used in investing activities | $(943,376) | $(5,539) | $(25,916) | | Net cash provided by financing activities | $45,968,149 | $276,794 | $2,877,500 | | **Net increase (decrease) in Cash** | **$27,334,930** | **$(7,654,721)** | **$(2,917,564)** | | **Cash at end of year** | **$43,396,977** | **$16,062,047** | **$23,716,768** | [Notes to Consolidated Financial Statements](index=130&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes provide detailed information supporting the consolidated financial statements, including business background, VIE termination, strategic shift, accounting policies, acquisitions, related party balances, segment reporting, tax, and subsequent events - On **December 10, 2024**, the company **terminated its VIE agreements**, and on **December 24, 2024**, it **disposed of its subsidiaries** Magnum (Yundian) and Xinfuxin (Yuanxing)[701](index=701&type=chunk)[702](index=702&type=chunk)[703](index=703&type=chunk) - The company reports **three operating segments** for 2024: **Skincare Products & Service**, **Clean Food Platform**, and **Technical Service**, with the Skincare segment generating **$86,390 in revenue** and having **segment assets of $59.0 million**[850](index=850&type=chunk)[851](index=851&type=chunk) - As of **December 31, 2024**, the company had a **loan payable of $1,287,629** to its chairman, Changbin Xia, which is **interest-free** and due on demand[835](index=835&type=chunk)[836](index=836&type=chunk) - Subsequent to year-end, on **March 5, 2025**, shareholders approved a **1-for-20 share consolidation**, with all share and per-share data in the report retroactively restated to reflect this[856](index=856&type=chunk)

Core Viewpoint - Meiwu Technology Company Limited announced a 1 for 20 reverse share split, which will reduce the number of outstanding shares from approximately 63.3 million to about 3.2 million, effective April 1, 2025 [1][3]. Group 1: Reverse Share Split Details - The reverse share split will result in shareholders receiving one new Ordinary Share for every twenty shares they currently hold [1]. - Following the reverse split, the Ordinary Shares are expected to trade at approximately twenty times the price per share prior to the split, although the company cannot guarantee this price will be maintained [2]. - The number of authorized shares will remain unchanged despite the reduction in outstanding shares [3]. Group 2: Adjustments and Procedures - The outstanding stock options and restricted shares will be proportionally adjusted to reflect the reverse split, including the relevant exercise price per share [4]. - Any fractional shares resulting from the reverse split will be rounded up to the nearest whole share at the broker's level [5]. - New share certificates will be issued as old certificates are exchanged, and registered shareholders in book-entry form will not need to take action to receive post-split shares [6]. Group 3: Company Background - Meiwu Technology Company Limited, incorporated in the British Virgin Islands in December 2018, has transitioned its business focus from online food sales to the skincare industry, selling functional skincare products through its subsidiary in China [7].

Group 1 - Meiwu Technology Company Limited has regained compliance with Nasdaq Listing Rule 5550(a)(2) after its ordinary shares maintained a minimum bid price of $1.00 per share for 10 consecutive business days from December 6, 2024, to December 20, 2024 [1][2] - The bid price deficiency matter is now closed, indicating a positive development for the company's stock status on the Nasdaq [2] Group 2 - Meiwu Technology Company Limited is incorporated in the British Virgin Islands and operates in China through its subsidiaries, focusing on an online platform for food product sales, a short message service business, and a functional skin care business [3] - The company is committed to exploring and implementing various strategies to grow its business [3]

[Consolidated Financial Statements](index=2&type=section&id=Consolidated%20financial%20statements) [Unaudited Consolidated Balance Sheets](index=2&type=section&id=Unaudited%20Consolidated%20Balance%20Sheets%20as%20of%20June%2030%2C%202024%20and%20December%2031%2C%202023) The company's total assets slightly decreased to **$20.1 million** by June 30, 2024, primarily due to a sharp decline in cash offset by a substantial increase in advances to suppliers Key Balance Sheet Figures | Balance Sheet Items | June 30, 2024 (Unaudited) | December 31, 2023 | | :--- | :--- | :--- | | **Total Current Assets** | $19,953,040 | $20,388,753 | | Cash and cash equivalents | $3,092,759 | $16,060,686 | | Advances to suppliers, net | $13,841,526 | $774,467 | | **Total Assets** | **$20,077,618** | **$20,584,279** | | **Total Current Liabilities** | $7,549,029 | $7,635,153 | | **Total Liabilities** | **$11,364,211** | **$11,568,372** | | **Total Stockholders' Equity** | **$8,713,407** | **$9,015,907** | - Cash and cash equivalents decreased sharply by approximately **80.7%** from **$16.1 million** to **$3.1 million**[4](index=4&type=chunk) - Advances to suppliers increased dramatically by over **1680%**, from **$0.77 million** to **$13.84 million**, becoming the largest current asset[4](index=4&type=chunk) [Unaudited Consolidated Statements of Operations and Comprehensive Loss](index=3&type=section&id=Unaudited%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20(Loss)%20Income%20for%20the%20Six%20Months%20Ended%20June%2030%2C%202024%20and%202023) The company experienced a dramatic **99.2%** decline in net revenue to **$86,159** for the six months ended June 30, 2024, resulting in a significant operating loss and widened net loss Key Operating Results | Statement of Operations | For the Six Months Ended June 30, 2024 | For the Six Months Ended June 30, 2023 | | :--- | :--- | :--- | | **Net Revenue** | **$86,159** | **$10,683,243** | | Gross Profit | $44,070 | $2,454,866 | | (Loss) Income from Operations | ($728,493) | $41,212 | | **Net Loss** | **($345,611)** | **($278,626)** | | Loss Per Share – Basic and Diluted | ($0.10) | ($0.01) | - Net revenue plummeted by **99.2%** year-over-year, from **$10.7 million** to just **$86,159**[5](index=5&type=chunk) - The company swung from an operating income of **$41,212** in H1 2023 to an operating loss of **$728,493** in H1 2024[5](index=5&type=chunk) [Unaudited Consolidated Statements of Stockholders' Equity](index=4&type=section&id=Unaudited%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders'%20Equity%20for%20the%20Six%20Months%20Ended%20June%2030%2C%202024%20and%202023) Total stockholders' equity decreased to **$8.7 million** by June 30, 2024, primarily due to the net loss, while outstanding ordinary shares increased due to share-based compensation Key Equity Changes | Equity Changes (Six Months Ended June 30, 2024) | Amount | | :--- | :--- | | Balance as of December 31, 2023 | $9,015,907 | | Net Loss | ($345,611) | | Foreign Currency Translation Adjustment | $43,111 | | **Balance as of June 30, 2024** | **$8,713,407** | - The number of ordinary shares outstanding increased by **438,498** during the first six months of 2024 due to share-based compensation granted to employees[7](index=7&type=chunk) [Unaudited Consolidated Statements of Cash Flows](index=5&type=section&id=Unaudited%20Consolidated%20Statements%20of%20Cash%20Flows%20for%20the%20Six%20Months%20Ended%20June%2030%2C%202024%20and%202023) Net cash used in operating activities significantly increased to **$12.9 million** for the six months ended June 30, 2024, primarily driven by advances to suppliers, leading to a substantial decrease in cash and cash equivalents Key Cash Flow Figures | Cash Flow Statement | For the Six Months Ended June 30, 2024 | For the Six Months Ended June 30, 2023 | | :--- | :--- | :--- | | Net cash used in operating activities | ($12,853,862) | ($333,642) | | Net cash used in investing activities | $0 | ($6,762,905) | | Net cash provided by financing activities | $27,665 | $277,229 | | **Net decrease in cash** | **($12,967,959)** | **($7,933,037)** | | Cash and cash equivalents at end of period | $3,094,088 | $15,783,731 | - A significant cash outflow of **$13,067,059** was used for 'Advances to suppliers, net', which was the primary driver for the negative operating cash flow[10](index=10&type=chunk) [Notes to Consolidated Financial Statements](index=6&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) This section provides detailed explanations of the company's organization, significant accounting policies, liquidity, acquisitions, related party transactions, segment performance, and subsequent events [Note 1: Organization and Business Background](index=6&type=section&id=1.%20ORGANIZATION%20AND%20BUSINESS%20BACKGROUND) Meiwu Technology operates an online 'Clean Food' platform in China via a **VIE structure**, detailing its 2020 **IPO**, subsidiary formations, and 2022 strategic acquisitions to expand services - The company operates an online platform for Clean Food in China through a **VIE structure**, which allows it to exercise effective control and receive economic benefits from its PRC operating entity, Meiwu Shenzhen[13](index=13&type=chunk)[15](index=15&type=chunk) - Completed its **Initial Public Offering (IPO)** on December 15, 2020, trading on the Nasdaq Capital Market under the symbol 'WNW'[23](index=23&type=chunk) - In 2022, the company made several **acquisitions**, including Yundian (information technology), Code Beating (internet services), and Yuanxing (technology service and food sales), paying for them with company shares[28](index=28&type=chunk)[30](index=30&type=chunk)[32](index=32&type=chunk) [Note 2: Liquidity](index=12&type=section&id=2.%20LIQUIDITY) The company's cash position significantly deteriorated to **$3.1 million** by June 30, 2024, despite stable working capital, necessitating continued reliance on shareholder contributions Key Liquidity Metrics | Liquidity Metrics | June 30, 2024 | December 31, 2023 | | :--- | :--- | :--- | | Cash | $3,094,088 | $16,062,047 | | Working Capital | $12.40 million | $12.75 million | | Net Loss (H1) | ($0.35 million) | ($0.28 million - H1 2023) | - To support liquidity, major shareholders contributed approximately **$204,475** to the Company during the six months ended June 30, 2024[42](index=42&type=chunk) [Note 3: Summary of Significant Accounting Policies](index=12&type=section&id=3.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note outlines the company's core accounting principles under U.S. GAAP, including **VIE consolidation**, revenue recognition, and foreign currency translation, highlighting a significant shift in revenue sources - The company consolidates its **Variable Interest Entity (VIE)**, Meiwu Shenzhen, as it is deemed the primary beneficiary with power to direct its activities and receive its economic benefits[44](index=44&type=chunk)[45](index=45&type=chunk) Net Revenue Breakdown | Net Revenue Breakdown | H1 2024 | H1 2023 | | :--- | :--- | :--- | | Food & Beverage Categories | $86,159 (100%) | $2,326,966 (21.8%) | | SMS service | $0 (0.0%) | $8,356,277 (78.2%) | | **Total** | **$86,159** | **$10,683,243** | - The company's functional currency is the **Renminbi (RMB)**, and the reporting currency is the **U.S. Dollar (USD)**[92](index=92&type=chunk) [Note 4: Acquisitions](index=26&type=section&id=4.%20ACQUISITIONS) This note details three 2022 acquisitions—Yundian, Code Beating, and Yuanxing—all paid with ordinary shares and resulting in significant goodwill recognition - Acquired Yundian on April 19, 2022, for **9,000,000 Ordinary Shares** valued at **$6.37 million**, resulting in **$6.6 million** of goodwill[110](index=110&type=chunk)[112](index=112&type=chunk) - Acquired Code Beating on June 23, 2022, for **10,000,000 Ordinary Shares** valued at **$6.12 million**, resulting in **$5.96 million** of goodwill[115](index=115&type=chunk)[117](index=117&type=chunk) - Acquired Yuanxing on December 23, 2022, for **12,000,000 Ordinary Shares** valued at **$2.64 million**, resulting in **$1.74 million** of goodwill[120](index=120&type=chunk)[122](index=122&type=chunk) [Note 9: Bank Loans](index=31&type=section&id=9.%20BANK%20LOANS) As of June 30, 2024, the company had **$408,685** in short-term bank loans, classified as current liabilities due to a covenant breach, with renegotiations underway Bank Loan Balances | Bank Loans | June 30, 2024 | December 31, 2023 | | :--- | :--- | :--- | | Short-term bank loans | $408,685 | $418,315 | - Due to a breach of covenant, the banks are contractually entitled to request immediate repayment of the outstanding **$408,685** loan amount[135](index=135&type=chunk) [Note 12: Equity](index=33&type=section&id=12.%20EQUITY) This note details significant equity changes, including a **1-for-35 reverse share consolidation** in November 2023 and the issuance of **438,498** shares under an incentive plan in February 2024 - On November 27, 2023, the company executed a **1-for-35 reverse share consolidation**, with all share and per-share data retroactively restated[154](index=154&type=chunk) - On February 21, 2024, the company issued **438,498 Ordinary Shares** under its incentive plan[153](index=153&type=chunk) - As of June 30, 2024, there were **3,361,823 ordinary shares** issued and outstanding[153](index=153&type=chunk) [Note 13: Related Party Balances and Transactions](index=34&type=section&id=13.%20RELATED%20PARTY%20BALANCES%20AND%20TRANSACTIONS) The company reported significant non-interest-bearing balances due to related parties, totaling **$3.82 million** as of June 30, 2024, primarily from a shareholder and a former shareholder Related Party Balances | Due to Related Parties | June 30, 2024 | December 31, 2023 | | :--- | :--- | :--- | | Eternal Horizon International Company Limited | $2,200,194 | $2,257,397 | | Changbin Xia | $1,378,147 | $1,410,621 | | Other | $236,841 | $244,588 | | **Total** | **$3,815,182** | **$3,912,606** | - The balances due to related parties are **interest-free** and **due on demand**[159](index=159&type=chunk) [Note 14: Taxation](index=36&type=section&id=14.%20TAXATION) The company's PRC entities are subject to a **25% Enterprise Income Tax (EIT)** rate but incurred no EIT due to net losses, maintaining a full valuation allowance against deferred tax assets - The company's PRC operating subsidiaries and VIE are subject to a **25% PRC enterprise income tax (EIT) rate**[164](index=164&type=chunk) - Due to net losses of approximately **$0.3 million** in both H1 2024 and H1 2023, the company did not incur any EIT[165](index=165&type=chunk) - The company maintains a **full valuation allowance** against its deferred tax assets due to uncertainties surrounding future utilization[170](index=170&type=chunk)[172](index=172&type=chunk) [Note 15: Segment Reporting](index=37&type=section&id=15.%20SEGMENT%20REPORTING) The company operates two segments, Clean Food Platform and Technical Service, with the latter generating **zero revenue** in H1 2024, a significant shift from its **$8.4 million** contribution in H1 2023 Segment Performance Overview | Segment Performance (H1 2024 vs H1 2023) | Clean Food Platform | Technical Service | | :--- | :--- | :--- | | **Revenues (H1 2024)** | **$86,159** | **$0** | | Loss from operations (H1 2024) | ($715,437) | ($13,056) | | **Revenues (H1 2023)** | **$2,326,966** | **$8,356,277** | | (Loss) Income from operations (H1 2023) | ($696,346) | $737,558 | - The **Technical Service segment**, which was the primary revenue driver in H1 2023, generated **no revenue** in H1 2024[174](index=174&type=chunk) [Note 17: Subsequent Events](index=38&type=section&id=17.%20SUBSEQUENT%20EVENTS) Significant subsequent events in October 2024 include the chairman's agreement to purchase **30 million** ordinary shares at **$0.80** per share, followed by the company's issuance of up to **30 million** ordinary shares - On October 22, 2024, the company's chairman, Changbin Xia, agreed to purchase **30,000,000 Ordinary Shares** at a price of **$0.80 per share**[178](index=178&type=chunk) - On October 24, 2024, the Company issued up to **30,000,000 ordinary shares**[179](index=179&type=chunk)

IPO and Share Issuance - The company's initial public offering (IPO) on December 15, 2020, priced 5,000,000 Ordinary Shares at $5.00 per share, raising a total of $25,000,000 in gross proceeds[108] - The underwriters purchased an additional 999,910 ordinary shares for $4,999,550, bringing the total gross proceeds from the offering to $29,999,550[108] - The company's initial public offering on December 15, 2020, raised $25 million from the sale of 5,000,000 Ordinary Shares at $5.00 per share[208] Acquisitions and Equity Transactions - On March 31, 2022, the company entered into a Share Purchase Agreement to acquire 100% of Yundian BVI for $8.1 million, payable in 9,000,000 Ordinary Shares at $0.9 per share[109] - On June 23, 2022, the company acquired 100% of Mahao BVI for $6 million, payable in 10,000,000 Ordinary Shares at $0.6 per share[110] - On December 12, 2022, the company agreed to acquire 100% of Yuanxing BVI for $9.6 million, payable in 12,000,000 Ordinary Shares at $0.8 per share[110] - Meiwu Technology acquired 100% of Yundian BVI for US$8.1 million, paid in 9,000,000 Ordinary Shares at US$0.9 per share[209] - Meiwu Technology acquired 100% of Mahao BVI for US$6 million, paid in 10,000,000 Ordinary Shares at US$0.6 per share[209] - Meiwu Technology acquired 100% of Yuanxing BVI for US$9.6 million, paid in 12,000,000 Ordinary Shares at US$0.8 per share[209] Subsidiary Establishments and Equity Interests - Meiwu Shenzhen established Wude Shanghai with a registered capital of RMB 20 million (approximately $3.106 million) on September 29, 2020[108] - Meiwu Shenzhen acquired 51% equity interests in Baode Supply Chain (Shenzhen) Co., Ltd with a registered capital of RMB 5 million (approximately $781,466) on October 20, 2020[108] - Meiwu Shenzhen incorporated Wunong Shaanxi with a registered capital of RMB 8.8 million (approximately $1,375,670) on December 10, 2020[108] - Heme Shenzhen was established with a registered capital of RMB 10 million (approximately $1.5 million) on May 12, 2022[109] - Jiayuan Liquor was established with a registered capital of RMB 1.8 million (approximately $252,180) on May 4, 2023[110] - Meiwu Shenzhen established Shenzhen Jiayuan Liquor Sales Co., Ltd with a registered capital of RMB 1.8 million (approximately $252,180), holding 70% equity interests[209] Financial Performance and Losses - Meiwu Shenzhen recorded a monthly loss from January 2021 through December 2023, with no service fees paid to WFOE due to negative after-tax monthly balances[113] - Cumulative income for Meiwu Shenzhen in December 2023 was RMB 747.53 million, with a cumulative loss of RMB 796.47 million[114] - Meiwu Technology Company Limited's consolidated revenue for 2021 was USD 12,258,451, with a net loss of USD 1,117,586[119] - Consolidated revenue for 2022 was USD 10,978,571, with a net loss of USD 11,219,851[119] - Consolidated revenue for 2023 was USD 10,977,429, with a net loss of USD 16,312,705[120] - Net revenues for 2023 were $10,977,429, a slight decrease of $1,142 (0%) compared to 2022[217] - Net product revenue increased by 17% to $2,513,483 in 2023, while net service revenue decreased by 4% to $8,463,946[217] - Gross profit increased by 120% to $2,583,065 in 2023, driven by a 14% decrease in cost of revenues to $8,394,364[217] - The company's net loss attributable to owners decreased by 12% to $16,066,384 in 2023[217] - Net revenue for the year ended December 31, 2022 decreased by 10% to $10.98 million from $12.2 million in 2021, primarily due to a decline in online and offline retail sales impacted by COVID-19[223] - Net loss attributable to the owners' company increased by 923% to $11.07 million in 2022 from $1.08 million in 2021[224] - Net revenue for the year ended December 31, 2022 was $10,978,571, with a gross profit of $1,174,687 and a gross margin of 10.7%[227] Revenue Breakdown and Business Segments - SMS business contributed 77.1% of total revenue in 2023, while online and mobile commerce contributed 22.9%[127] - In 2022, SMS business contributed 80.5% of total revenue, while online and mobile commerce contributed 19.5%[127] - SMS service accounted for 77% of total revenue in 2023, down from 80.5% in 2022[219] - SMS service accounted for 80.5% of total revenue in 2022, generating $8.83 million, compared to only 1% in 2021[224][226] - Beverages, alcohol, and tea revenue increased significantly to $1,527,256 (13.9% of total revenue) in 2023, with a gross margin of 72.7%[221] - Fresh fruits and vegetables had the highest gross margin at 81.0% in 2023, while dried seafood had a negative gross margin of -2.7%[221] - Dried seafood had the highest gross margin of 34.6%, while other food had the lowest gross margin of -3.7% in 2022[227] - Grains, oil, and spices had an average selling price of $11.16 in 2022, up from $10.57 in 2021, but revenue decreased by 82% to $2.14 million[224][226] - Beverages, alcohol, and tea accounted for 2.6% of total revenue in 2022 with an average selling price of $26.72, down from 14.7% and $43.40 in 2021[226] Operational and Financial Metrics - Cash and cash equivalents decreased from $23,716,768 in 2022 to $16,062,047 in 2023, a decline of 32.3%[121] - Total current assets decreased from $29,874,190 in 2022 to $20,388,753 in 2023, a decline of 31.8%[121] - Total liabilities decreased from $17,939,426 in 2022 to $11,568,372 in 2023, a decline of 35.5%[121] - Net cash used in operating activities increased from $5,522,340 in 2022 to $7,422,839 in 2023, a rise of 34.4%[122] - Net cash used in operating activities was $7.2 million in 2023, primarily due to a net loss of $9.9 million and adjustments of $1.9 million in non-cash items[231] - Capital expenditures were $5,539 in 2023, a significant decrease from $25,916 in 2022 and $81,197 in 2021[233] - Major shareholders contributed approximately $171,874 to the company in 2023 to support liquidity[230] Corporate Governance and Compliance - The VIE Agreements allow WFOE to receive substantially all economic benefits from Meiwu Shenzhen through exclusive technology consulting services[113] - Shareholders of Meiwu Shenzhen pledged all equity interests to WFOE as collateral under the Equity Pledge Agreement[115] - WFOE has exclusive purchase rights to acquire equity interests in Meiwu Shenzhen under the Exclusive Purchase Rights Agreement[116] - WFOE is authorized to exercise all shareholder rights of Meiwu Shenzhen under the Proxy Agreement[117] - The company implemented a 1-for-35 reverse stock split on December 20, 2023, to regain compliance with Nasdaq's Bid Price Rule[125] - The company's disclosure controls and procedures were ineffective as of December 31, 2022, failing to ensure timely and accurate reporting of required information[291] - The company's internal control over financial reporting was not effective as of December 31, 2022, due to a lack of in-house accounting personnel with sufficient knowledge of US GAAP and SEC reporting experience[293] - The company has identified material weaknesses in internal control over financial reporting, which could lead to significant misstatements in future financial statements if not remedied[293] - The company has begun implementing measures to improve internal control over financial reporting, including hiring outside financial personnel with requisite training and experience[293] Legal and Regulatory Matters - The company operates its website through Meiwu Shenzhen, a consolidated variable interest entity, to comply with Chinese regulations on foreign investment in value-added telecommunications services[191] - The company's contractual arrangements are believed to comply with the M&A Rules, but uncertainty remains due to lack of official interpretation or clarification[203] - The CSRC's Overseas Listings Rules require domestic companies to complete filing procedures within three working days of submitting IPO or listing applications, effective March 31, 2023[203] - The company has not received any regulatory objections from the CSRC regarding its initial listing or subsequent offerings as of the report date[203] - The company may face challenges in timely compliance with the Overseas Listings Rules, potentially leading to penalties or hindering future securities offerings[203] - The company must comply with the PRC Cybersecurity Law, which mandates data storage in China for critical information infrastructure operators[205] - Network platform operators with over one million users seeking foreign listings must apply for cybersecurity review under the CAC Revised Measures[205] - The company has adopted security policies to comply with the PRC Data Security Law and Personal Information Protection Law (PIPL)[205] Executive Compensation and Employment Agreements - CEO Xinliang Zhang's annual base salary is $300,000, with additional remuneration including post allowance, performance-related pay, and subsidies for work meals, transportation, and housing[254] - CFO Zihao Liu's annual base salary is $1,000, paid in periodic installments, subject to annual review and adjustment by the Board[254] - The company issued 141,295 Ordinary Shares under the 2022 Equity Incentive Plan and 438,498 Ordinary Shares under the 2024 Equity Incentive Plan to employees[254] - Employment Agreement with Mr. Xinliang Zhang dated July 16, 2021[10.19] - Offer Letter issued to Changbin Xia dated December 14, 2021[10.20] - Employment Agreement with Zihao Liu dated March 9, 2023[10.21] - Employment Agreements with Qiulan Li and Qiufei Chen dated May 7, 2024[10.24][10.25] - Offer Letters issued to Qiulan Li and Qiufei Chen dated May 7, 2024[10.26][10.27] Tax and Regulatory Compliance - Meiwu Shenzhen obtained an ICP license on December 21, 2018, allowing it to provide value-added Internet information services, although it is not legally required for its current business model[191] - Foreign investors are restricted from owning more than 50% of equity in value-added telecommunications service businesses in China, except for e-commerce businesses where ownership can exceed 50%[189] - The company's Hong Kong subsidiary, Vande, may qualify for a reduced 5% withholding tax rate on dividends received from Meiwu Shenzhen, subject to compliance with Circular 81 and other tax regulations[197] - Foreign-invested enterprises in China can use RMB converted from foreign exchange capital for equity investments, subject to restrictions under SAFE Circular 19[200] - Wholly foreign-owned enterprises in China must allocate at least 10% of accumulated profits to reserve funds until reserves reach 50% of registered capital, limiting distributable dividends[201] - Offshore special purpose vehicles (SPVs) formed for overseas listings through acquisitions of PRC domestic companies require CSRC approval prior to listing[202] - The company has not applied for a tax resident certificate from the Hong Kong tax authority, which could affect the withholding tax rate on dividends[273] - Meiwu Shenzhen is subject to a 25% Enterprise Income Tax (EIT) rate based on its global income under PRC tax laws[279] - Non-resident enterprise shareholders may face a 10% withholding tax on dividends and gains from the sale of Ordinary Shares if treated as sourced within the PRC[279] - Non-PRC individual shareholders could be subject to a 20% PRC tax on dividends or gains unless a reduced rate is available under a tax treaty[279] - British Virgin Islands does not impose taxes on dividends, capital gains, or inheritance for non-resident holders of Ordinary Shares[280] - U.S. Holders of Ordinary Shares may be subject to U.S. federal income tax on dividends and capital gains, with potential eligibility for lower capital gains rates[283] - Dividends paid to U.S. Holders are generally treated as foreign source income for foreign tax credit purposes[283] - The company does not expect to be classified as a Passive Foreign Investment Company (PFIC) for U.S. federal income tax purposes[284] - Fluctuations in the market price of Ordinary Shares could impact the company's PFIC status[286] - U.S. Holders may make a mark-to-market election to avoid adverse PFIC tax treatment if the Ordinary Shares are regularly traded on Nasdaq[286] Corporate Structure and Shareholder Information - The company's Ordinary Shares began trading on the NASDAQ Capital Market on December 15, 2020 under the symbol "WNW"[274] - The company has not declared any dividends and does not anticipate declaring dividends in the foreseeable future[272] - PRC subsidiaries are required to set aside at least 10% of after-tax profits annually for statutory reserve funds until the accumulative amount reaches 50% of registered capital[273] - Dividends paid by PRC subsidiaries to non-resident enterprises are subject to PRC withholding tax at a rate of up to 10%[273] - The company may face difficulties in converting RMB into foreign currencies and remitting currencies out of the PRC, potentially impacting dividend payments[273] - The company has not experienced any significant changes since the date of its audited consolidated financial statements[274] - The company is not currently involved in any legal or administrative proceedings that would materially impact its business operations or financial condition[271] - The company's ability to pay dividends depends on the receipt of funds from its operating subsidiaries, which may be subject to restrictions[272] - The company's PRC subsidiaries are required to set aside a portion of after-tax profits for employee welfare funds, determined at the discretion of the entity[273] - The company has a total of 20 shareholders of record as of the date of the annual report[263] - The company's directors and executive officers as a group beneficially own 0.00024% of the company's Ordinary Shares[265] Audit and Financial Reporting - The company paid $190,000 in audit fees for both fiscal years 2023 and 2022 to its independent registered public accounting firms[299] - The company has no outstanding bank borrowings or loans, reducing exposure to material risks from changes in market interest rates[289] - The company's management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined by the Exchange Act[292] - The company's board of directors has determined that two members, Ms. Xiaoying Mu and Ms. Jinfeng He, qualify as audit committee financial experts[296] - The company has adopted a Code of Business Conduct and Ethics applicable to its principal executive and financial officers, available on its corporate website[298] - The company changed its independent registered public accounting firm from Audit Alliance LLP to Enrome LLP on November 2, 2022[298] - Audit fees for the fiscal years ended December 31, 2021 and 2020 were not disclosed, but no adverse opinions or disagreements with the former auditor, Audit Alliance, were reported[300] - The company appointed Enrome LLP as its new independent registered public accounting firm on November 2, 2022, replacing Audit Alliance[300] - The company does not intend to follow Nasdaq's requirements for shareholder approval on equity compensation plans and certain issuances of securities, opting instead to follow British Virgin Islands corporate governance practices[301] - The company's board of directors has adopted insider trading policies and a compensation recovery policy in compliance with Nasdaq Listing Rule 5608[302] - No cybersecurity incidents were detected in the year ended December 31, 2023 that materially affected the company's business strategy, results of operations, or financial condition[303] - The company's board of directors has general oversight over cybersecurity issues, with daily supervision delegated to the CEO, Mr. Xinliang Zhang[304] Product Portfolio and Market Strategy - The portfolio of food products sold on the Website as of December 31, 2023 comprises 17.4% Organic Food (510 products), 6.1% Green Food (179 products), 8.8% Agri GI Products (259 products), and 67.7% other food products (1,987 products)[130][134] - As of December 31, 2023, the company had over 739,208 registered users on its online sales platform, with approximately 7,891 monthly active users[133] - The company launched 19 Zhishigu experience stores and 6 Zhishigu community health service stations as of December 31, 2023[132] - For the fiscal year ended December 31, 2022, total revenue was $10,978,571, comprising $2,144,218 from online sales of food products and $8,834,353 from SMS[132] - Approximately 11% of the company's products are exclusive to its Website, while 89% are available on other e-commerce platforms[137] - The company's pre-ordering service allows customers to monitor the growth stages of crops through the Website and view them in real-time via cameras installed by farmers[138] - No single supplier accounted for more than 10% of the company

Core Viewpoint - Meiwu Technology Co., Limited has received a deficiency letter from Nasdaq due to the late filing of its annual report for 2023, which may affect its compliance status but does not immediately impact its listing on the Nasdaq Capital Market [1][2]. Company Overview - Meiwu Technology Company Limited is incorporated in the British Virgin Islands and operates in China through its subsidiaries and a variable interest entity, Meiwu Zhishi Technology (Shenzhen) Co., Ltd [3]. - The company focuses on online and mobile commerce, providing organic and green food products, and offers enterprise short message service (SMS) and IT solutions for medical insurance institutions in China [1][3]. - The company does not sell genetically modified food and aims to provide safe, high-quality, and nutritious food products through trusted suppliers [3]. Compliance and Regulatory Information - The company has 60 calendar days from the date of the deficiency letter to submit a Compliance Plan to regain compliance with Nasdaq Listing Rules [2]. - If accepted, Nasdaq may grant an extension until September 10, 2024, for the company to regain compliance [2]. - The deficiency letter is a requirement for prompt disclosure under Nasdaq Listing Rule 5810(b) [2].

Company Overview - Meiwu Technology Co., Limited is an online and mobile commerce company based in the British Virgin Islands, providing organic and green food products in China through its online platform and stores [2] - The company operates through its variable interest entity, Meiwu Zhishi Technology (Shenzhen) Co., Ltd, which sells non-genetically modified food products and focuses on customer safety and quality [2] Compliance and Stock Market Status - On January 9, 2024, Meiwu announced that it has cured its bid price deficiency and regained compliance with NASDAQ Marketplace Rule 5550(a)(2) [1] - As a result, a previously scheduled hearing with the NASDAQ Hearing Panel has been deemed moot, allowing Meiwu's ordinary shares to continue being listed and traded on The Nasdaq Stock Market [1] Financial Performance - For the six months ended June 30, 2023, Meiwu reported net revenue of $10,683,243, a significant increase from $1,166,425 in the same period of 2022 [7] - The gross profit for the same period was $2,454,866, compared to $150,656 in 2022 [7] - Operating expenses decreased from $5,709,375 in 2022 to $2,413,654 in 2023, leading to a turnaround from a loss of $5,558,719 to a profit of $41,212 [7] Balance Sheet Highlights - As of June 30, 2023, total assets were reported at $37,499,841, slightly down from $37,995,641 on December 31, 2022 [5][6] - Current assets decreased from $29,874,190 to $22,753,880, with cash balances declining from $23,716,768 to $15,783,731 [5] - Total liabilities increased from $9,593,209 to $17,939,426, indicating a rise in financial obligations [5][6] Cash Flow Analysis - For the six months ended June 30, 2023, net cash used in operating activities was $333,642, a significant reduction from $10,073,063 in 2022 [8] - Net cash used in investing activities rose sharply to $6,762,905 from $26,915 in the previous year [8] - The company experienced a net decrease in cash of $7,933,037, ending the period with $15,783,731 [8]

[MEIWU TECHNOLOGY COMPANY LIMITED Financial Statements](index=1&type=section&id=MEIWU%20TECHNOLOGY%20COMPANY%20LIMITED%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements, including balance sheets, statements of operations, and cash flows, for MEIWU TECHNOLOGY COMPANY LIMITED [Unaudited Condensed Consolidated Balance Sheets](index=1&type=section&id=UNAUDITED%20CONDENSED%20CONSOLIDATED%20BALANCE%20SHEETS) Total assets slightly decreased to **$37.5 million** by June 2023, while liabilities significantly reduced, boosting equity to **$24.8 million** Balance Sheet Highlights | Balance Sheet Highlights | Dec 31, 2022 ($) | June 30, 2023 ($) | Change (%) | | :--- | :--- | :--- | :--- | | Cash | 23,716,768 | 15,783,731 | -33.4% | | Total Current Assets | 29,874,190 | 22,753,880 | -23.8% | | Intangible Assets | - | 6,757,409 | N/A | | Total Assets | 37,995,641 | 37,499,841 | -1.3% | | Total Current Liabilities | 8,346,217 | 8,844,817 | +5.9% | | Convertible notes | 5,550,607 | - | -100.0% | | Total Liabilities | 17,939,426 | 12,658,058 | -29.4% | | Total Stockholders' Equity | 20,056,215 | 24,841,783 | +23.9% | - The company recorded new intangible assets of **$6.8 million** and eliminated its **$5.6 million** in convertible notes during the first six months of 2023[2](index=2&type=chunk) - The number of ordinary shares issued and outstanding increased from **60,945,313** as of December 31, 2022, to **100,670,199** as of June 30, 2023[2](index=2&type=chunk) [Unaudited Condensed Consolidated Statements of Operations and Other Comprehensive Loss](index=2&type=section&id=UNAUDITED%20CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20OPERATIONS%20AND%20OTHER%20COMPREHENSIVE%20LOSS) Net revenue surged to **$10.7 million** for H1 2023, leading to a swing from a **$5.6 million** operating loss to a **$41,212** income and a significant reduction in net loss Income Statement Highlights (Six Months Ended June 30) | Income Statement Highlights (Six Months Ended June 30) | 2022 ($) | 2023 ($) | Change (%) | | :--- | :--- | :--- | :--- | | Net Revenue | 1,166,425 | 10,683,243 | +815.8% | | Gross Profit | 150,656 | 2,454,866 | +1529.4% | | (Loss) Income from Operations | (5,558,719) | 41,212 | N/A (Turned Positive) | | Net Loss | (5,530,072) | (278,626) | +95.0% (Loss Reduced) | | Loss Per Share (Basic and Diluted) | (0.17) | (0.01) | +94.1% (Loss Reduced) | - Total operating expenses decreased significantly from **$5.7 million** to **$2.4 million**, primarily due to a sharp reduction in General and Administrative Expenses from **$5.1 million** to **$1.5 million**[4](index=4&type=chunk) [Unaudited Condensed Consolidated Statements of Cash Flows](index=3&type=section&id=UNAUDITED%20CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20CASH%20FLOWS) Net cash used in operations significantly decreased to **$333,642**, while investing activities increased to **$6.8 million**, leading to a **$7.9 million** net decrease in cash, ending at **$15.8 million** Cash Flow Highlights (Six Months Ended June 30) | Cash Flow Highlights (Six Months Ended June 30) | 2022 ($) | 2023 ($) | | :--- | :--- | :--- | | Net cash used in operating activities | (10,073,063) | (333,642) | | Net cash used in investing activities | (26,915) | (6,762,905) | | Net cash provided by financing activities | 7,670,698 | 157,068 | | Net decrease in cash | (2,168,212) | (7,933,037) | | Cash, end of the period | 24,466,120 | 15,783,731 | - The company's cash position decreased by **$7.9 million** during the first half of 2023, ending the period with **$15.8 million** in cash[6](index=6&type=chunk)