[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)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(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 For the transition period from ___________________________ to ___________________________ or ...

Company Formation and Structure - The company was incorporated on December 4, 2018, under the name "Advancement International Limited" and changed its name to "Wunong Net Technology Company Limited" on August 19, 2019[92]. - The company has a variable interest entity structure to control Wunong Shenzhen due to PRC legal restrictions on foreign ownership in telecommunications services[96]. - The company was incorporated in the British Virgin Islands on December 4, 2018, and operates through Wunong Technology (Shenzhen) Co., Ltd., which focuses on providing clean food to customers in China[184]. - Wunong Shenzhen has a registered capital of RMB 5,000,000 (approximately $707,500) and was established on June 16, 2015[184]. - The company has entered into various contractual agreements to maintain effective control over Wunong Shenzhen, ensuring it receives substantially all economic benefits[184]. Financial Performance - Total revenue for the fiscal year ended December 31, 2021, was $12,258,451, with $8,290,771 from online sales, $3,854,760 from offline sales, and $100,945 from restaurants[102]. - Net revenue decreased by $9.8 million, or 45%, from $22.1 million for the year ended December 31, 2020, to $12.3 million for the year ended December 31, 2021[197]. - The decrease in revenue was primarily due to the impact of COVID-19 and limited transportation, which caused insufficient supply of food products[197]. - The company reported a comprehensive loss of $715,313 for 2021, compared to a loss of $2,423,847 in 2020[198]. - The net loss attributable to the owners' company for 2021 was $1,081,946, a 51% improvement from a loss of $2,218,062 in 2020[198]. Acquisitions and Investments - The company acquired 100% of Wunong Technology (Liaoning) Co., Ltd on January 8, 2021, which has a registered capital of RMB 8.88 million (approximately $1.372 million)[94]. - On March 31, 2022, the company agreed to acquire 100% of Yundian BVI for a total consideration of $8.1 million, to be paid in Ordinary Shares at a price of $0.9 per share[94]. - The company sold 51% equity interests in Baode Supply Chain (Shenzhen) Co., Ltd for RMB 200,000 (approximately $31,405) on December 28, 2021[94]. - A Share Purchase Agreement was entered into for the acquisition of Yundian BVI for a total consideration of $8.1 million, to be paid in ordinary shares at a price of $0.9 per share[195]. - The company ceased to hold shares in Baode Supply Chain (Shenzhen) Co., Ltd after selling its 51% equity interest for RMB 200,000 (approximately $31,405) on December 28, 2021[188]. Market and Product Strategy - The company plans to open approximately 168 franchise experience stores by December 31, 2022, with 51 stores already launched across 8 provinces in China[103]. - The company has refined its restaurant model into a "community experience store" to enhance product experience and customer service[119]. - The company does not grow or manufacture food products, sourcing all items from suppliers[102]. - The company aims to provide customers with green, organic, and pollution-free food as part of its mission[184]. - The company launched its first experience store in Yangxian and 50 franchise experience stores across 8 provinces in China, with plans to open about 168 more by December 31, 2022[116]. Customer Engagement and Sales Channels - As of December 31, 2021, the company had over 682,147 registered users on its online sales platform, with approximately 69,730 monthly active users[104]. - The company generates revenue from the sale of food products, including custom pre-sales, and began offline sales in the second half of 2020, primarily selling meat and vegetables to enterprise customers[106]. - The experience store model allows customers to experience food products personally and order through the online platform, aiming to establish an offline supply chain system[116]. - The company has launched a sales platform on WeChat, facilitating easy shopping and sharing among customers, which is expected to expand the customer base[134]. - The company recognizes social media as a key driver for growth, directly linking increased sales to new customer acquisition through social media promotions[136]. Regulatory and Compliance - The company has adopted policies to comply with cybersecurity laws and protect customer data, with oversight from the board of directors[121]. - The Food Business License system requires all enterprises engaging in food production and operation in China to obtain a license, valid for five years[160]. - The PRC Cyber Security Law mandates that personal information and important data collected by critical information infrastructure operators must be stored in China[176]. - The company requires suppliers to provide various licenses and qualifications, which are verified against PRC government websites to ensure compliance with national standards[116]. - The company is subject to PRC regulations that restrict the payment of dividends from its subsidiaries, which may impact future dividend distributions[269]. Corporate Governance - The company has established three board committees: an audit committee, a compensation committee, and a nominating and corporate governance committee[245]. - The board of directors consists of five members, with directors re-elected at the annual general meeting of shareholders[240]. - The company has adopted a Code of Business Conduct and Ethics applicable to key executive officers, available on its corporate website[246]. - The company has not established a formal policy for determining executive compensation, relying instead on independent evaluations by the board[240]. - The Chief Executive Officer, Xinliang Zhang, has an annual base salary of $300,000, while the Chief Financial Officer, Junjun Li, has an annual base salary of $1,000[242][243]. Shareholder Information - The company is authorized to issue an unlimited number of Ordinary Shares, with 32,968,755 Ordinary Shares issued and outstanding as of the date of the annual report[259]. - Major shareholders include CEDE & CO with 5,999,910 shares (18.20%), Union International Company Limited with 5,100,051 shares (15.47%), and Kindness Global Company Limited with 4,350,043 shares (13.19%)[260]. - The ordinary shares began trading on the NASDAQ Capital Market on December 15, 2020, under the symbol "WNW"[270]. - The company has never declared a dividend and does not anticipate doing so in the foreseeable future[268]. - Shareholders holding 30% or more of voting rights can request a meeting of shareholders[279].

Financial Performance - Total net revenues for 2020 reached $22,125,320, a significant increase of 187.5% compared to $7,682,583 in 2019[13] - Gross profit for 2020 was $4,157,727, representing a gross margin of approximately 18.8%[13] - The net loss for 2020 was $(2,218,062), compared to a net loss of $(1,755,042) in 2019, indicating a worsening of approximately 26.4%[13] - Operating expenses surged to $6,395,047 in 2020, up from $3,663,362 in 2019, marking an increase of about 74.7%[13] - The company reported a net loss of $1,755,042 for the year ended December 31, 2020, compared to a net loss of $980,098 in 2019[209] - The company experienced a comprehensive loss of $2.4 million in 2020, compared to a loss of $1.7 million in 2019[201] - The gross profit for the year ended December 31, 2020, was $4,157,727, with a gross margin of 18.8%, down from 24.8% in 2019[206] - The total cost of revenues for 2020 was $17,909,994, resulting in a gross profit margin decrease attributed to an expanded revenue base and a larger portfolio of food products[206] Assets and Liabilities - Total current assets decreased to $36,366,646 in 2020 from $37,462,877 in 2019, indicating a decline of about 2.9%[12] - Total liabilities increased to $20,561,099 in 2020 from $4,892,558 in 2019, reflecting a substantial rise of approximately 319.5%[12] Market and Competition - The company is heavily dependent on middle-income young professionals, facing strong competition in a fragmented market[18] - Economic downturns and tighter credit conditions could lead to consumers opting for cheaper private label products, adversely affecting demand for branded products[23] - The online food retail market in China is expected to grow significantly, with less than 5% market share currently, indicating substantial growth potential[148] Growth Strategies - Future growth strategies include expanding sourcing and marketing operations, which may strain management and operational systems[20] - The company plans to pursue growth through strategic acquisitions, although success is not guaranteed[21] - The company plans to open 120 franchise restaurants in 2021 and another 120 in 2022, with the first restaurant launched in Shenzhen and 49 cooperative restaurants established[104] Risks and Challenges - Economic conditions, including the impact of the COVID-19 pandemic, pose significant risks to demand and overall business operations[16] - The company faces risks related to cybersecurity, including potential breaches that could harm reputation and lead to significant legal and financial liabilities[28] - Disruptions in the supply network due to extreme weather or natural disasters could materially affect the availability of raw materials and overall business operations[30] - Labor disputes and work stoppages at suppliers' manufacturing sites could impact the company's ability to supply customers and adversely affect financial results[29] - The inability to pass on price increases for food products to customers may adversely affect profit margins and overall financial performance[27] Supply Chain and Operations - The company is dependent on third-party suppliers for food products, and any adverse changes in supply or costs may negatively impact operations and financial results[23] - The company does not have long-term contracts with suppliers, allowing them to reduce order quantities or cease sales at any time, which could negatively impact revenues[30] - The company relies on third-party providers for transportation and logistics, which could impact service delivery and operational results[37] Regulatory and Compliance - The company faces uncertainties regarding compliance with PRC laws and regulations, which could lead to severe penalties or operational restrictions[50] - The PRC government exercises significant control over economic growth, which may negatively impact the company's financial condition and results of operations[59] - The evolving legal system in China presents uncertainties that could limit legal protections available to the company[60] Shareholder and Capital Structure - Significant shareholders control a majority of the company's Ordinary Shares, influencing corporate decisions that may not align with minority shareholders' interests[42] - The company plans to raise capital through further share issuances, which may dilute shareholders' interests and negatively affect share value if revenues and earnings do not grow correspondingly[23] - Future financing needs may lead to dilution of existing shareholders' ownership or impose operational restrictions[83] Marketing and Customer Engagement - The company has refined its restaurant model into a "community experience store" to enhance product experience and customer service[104] - The company has launched a sales platform on WeChat, enhancing customer engagement and facilitating easy product recommendations[141] - The pre-ordering service has gained popularity, allowing customers to oversee the growth stages of food products via real-time cameras, enhancing customer engagement[140] Product and Service Offerings - The product portfolio includes 14.3% Organic Food (130 products), 4.18% Green Food (38 products), 5.28% Agri GI Products (48 products), and 76.24% other food products (693 products)[104] - The company does not grow or manufacture food products but sources them from suppliers, ensuring they are safe and non-genetically modified[103] - The company has diversified its revenue streams by generating income from offline sales and operating 24 restaurants[107] Employee and Management - The management team has extensive experience, with most members having over 10 years in marketing and management, ensuring effective supplier and customer relations[139] - The company is implementing a market-oriented employee compensation structure to attract and retain talented professionals, crucial for maintaining competitive advantage[141] Intellectual Property - The company has 63 registered trademarks and 29 registered computer software copyrights in China to protect its intellectual property[123] - The company’s ability to protect its intellectual property rights is challenged by rapid technological changes and potential unauthorized use by competitors[46] Economic and Market Trends - The e-grocery sector in China experienced a compound annual growth rate of 53% from 2012 to 2016, indicating significant market potential[139] - Mobile-payment transactions in China are projected to surge to about 1,270 trillion yuan by 2027, supporting e-commerce growth[149]