Regulatory Environment - AGM Group Holdings Inc. operates primarily through its subsidiaries in China, with no direct operations in the PRC, which may pose risks for investors regarding legal rights and equity interests [24]. - The company is subject to evolving PRC laws and regulations, which could materially affect its business operations and the value of its Class A ordinary shares [29]. - AGM has not received any regulatory objections from PRC authorities regarding its securities offerings, but future regulations could impact its ability to list on U.S. exchanges [29]. - The company is subject to legal and operational risks in the PRC, which may adversely affect its business and financial condition due to evolving regulations and potential government interventions [36]. - The SEC has adopted rules under the Holding Foreign Companies Accountable Act, which may impact the company's ability to trade on U.S. exchanges if its auditor is not subject to PCAOB inspections [48]. - The company is currently not required to obtain permission from PRC authorities to issue securities to foreign investors, but future regulatory changes could adversely affect its ability to offer securities [62]. - The PRC legal system's civil law nature may lead to varied interpretations and enforcement of laws, impacting operations governed by PRC regulations [137]. - The PRC government has enhanced protections for foreign investments over the past four decades, but the legal system remains complex and evolving [138]. - The company is classified as an existing issuer and is not required to complete immediate filing procedures for past overseas listings [169]. - The company has not received any inquiries, notices, warnings, sanctions, or regulatory objections from the CSRC or other PRC authorities regarding its offerings [172]. Financial Performance and Capital Needs - The company may require additional capital to support business growth, which might not be available on acceptable terms [33]. - AGM relies on dividends from its subsidiaries for cash needs, and any limitations on these payments could affect its ability to cover expenses or pay dividends to shareholders [33]. - The company has not declared any dividends during the fiscal years ended December 31, 2024, 2023, and 2022, and does not anticipate paying dividends in the foreseeable future [47]. - Current PRC regulations require subsidiaries to pay dividends only from accumulated profits, and a portion of profits must be set aside for statutory reserves [43]. - The withholding tax rate on dividends from PRC subsidiaries to non-PRC resident enterprises can be up to 10%, impacting cash flow and investment capabilities [116]. - Approximately 82% of the company's revenue is non-China source income, which could be adversely affected by PRC tax classification as a "Resident Enterprise" subject to a 25% tax rate on worldwide income [185]. Corporate Governance and Shareholder Rights - The dual-class structure of AGM's ordinary shares concentrates voting control with certain shareholders, limiting the influence of minority shareholders on important transactions [34]. - Directors and executive officers collectively hold approximately 3.98% of the combined voting power of Class A and Class B ordinary shares, with Mr. Wenjie Tang, the former CEO, holding about 12.13% [211]. - The rights of shareholders and fiduciary duties of directors under BVI law are less clearly established compared to U.S. laws, potentially affecting shareholder actions [157]. - Corporate governance practices in the BVI differ from those in the U.S., which may afford shareholders less protection if BVI practices are adopted [159]. Market Conditions and Stock Performance - The market price of the company's Class A ordinary shares has been volatile, with potential declines unrelated to actual operating performance, making it difficult for investors to assess value [37]. - The trading price of Class A ordinary shares has been volatile, influenced by factors such as revenue fluctuations and financial projections [215]. - Class A ordinary shares may experience rapid price volatility and low trading volumes, complicating the assessment of their value for investors [218]. - Broad market fluctuations and economic conditions may negatively impact the market price of Class A ordinary shares, leading to potential investor losses [219]. Operational Risks and Challenges - The company faces risks related to unauthorized disclosure of sensitive customer information, which could harm its reputation and business [33]. - The company faces risks associated with the development and acceptance of competing blockchain platforms, which may adversely affect its business and profitability [85]. - The company may not adequately respond to price fluctuations and rapidly changing technology, which could negatively impact its operations [86]. - The company has identified material weaknesses in its internal control over financial reporting, which could lead to misstatements and affect financial results [109]. - The company may face challenges in promoting and maintaining its brand effectively, which could adversely affect its financial condition [96]. - The company is dependent on a limited number of suppliers, and any delays in deliveries or increases in costs could harm its business and financial condition [88]. Compliance and Legal Risks - The company faces risks related to intellectual property infringement claims, which could disrupt operations and incur significant costs [101]. - The evolving nature of China's intellectual property laws creates uncertainty and potential liabilities for the company [102]. - The company may face sanctions if it fails to comply with the filing requirements under the Overseas Listing Trial Measures [169]. - Regulatory changes may impose increased costs for compliance and could limit the ability to offer securities, potentially affecting their value [128]. - The PRC Data Security Law, effective September 2021, imposes data security and privacy obligations on entities, introducing a classification and protection system for data [123]. - The Measures on Security Assessment of the Cross-border Transfer of Data, effective September 1, 2022, require security assessments for certain data transfers, impacting business operations [142]. Strategic Growth and Acquisitions - The company may evaluate strategic investments or acquisitions, which could require significant management attention and disrupt business operations [103]. - Recent regulatory actions in China could complicate future acquisitions by foreign investors, impacting AGM's growth strategy [33]. - The M&A Rules establish complex procedures for foreign acquisitions of Chinese companies, potentially complicating growth through acquisitions [149]. Economic and External Factors - The ongoing global economic downturn may negatively impact the company's business, results of operations, and financial condition [179]. - The company's financial and operating performance may be adversely affected by epidemics, natural disasters, and other catastrophes, including the ongoing COVID-19 pandemic [91]. - The company is subject to both U.S. and Chinese anti-corruption laws, which may expose it to liabilities if violations occur [188]. - Regulatory bodies in the U.S. may face limitations in conducting investigations or inspections of the company's operations in China [191].
AGM Group Holdings(AGMH) - 2024 Q4 - Annual Report