UNITED STATES

 SECURITIES AND EXCHANGE
COMMISSION

 Washington, D.C. 20549

 FORM 10-K

 (Mark One)

 ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended December
31, 2023

 or

 TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period
from ____________ to ____________

 Commission file number: 001-36055

 (Exact
name of registrant as specified in its charter)

 Delaware

 45-4077653

 (State or other jurisdiction of

incorporation or organization)

 (I.R.S. Employer

Identification No.)

 139, Xinzhou 11th Street, Futian
District

 Shenzhen, Guangdong, PRC 518000

 (Address of principal
executive offices) (Zip Code)

 +86 (0755) 82792111

 (Registrant's telephone
number, including area code)

 Securities registered
under Section 12(b) of the Act:

 Title of each class registered

 Trading Symbol(s)

 Name of each exchange on which registered

 Common Stock, par value $0.001

 BYU

 Nasdaq Capital Market

 Securities registered under
Section 12(g) of the Act: None.

if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes No

whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation
S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit
and post such files). Yes No

whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an
emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller
reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

 If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal
control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting
firm that prepared or issued its audit report.

 If securities are registered
pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing
reflect the correction of an error to previously issued financial statements.

whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by
any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No

 As of June 30, 2023,
the last business day of the registrant's second quarter of most recently completed fiscal year, the aggregate market value of the
common stock held by non-affiliates of the registrant was approximately $ 71.8 million based on the closing price of $0.615 for the registrant's
common stock as reported on the NASDAQ Capital Market.

 As of March
22, 2024, there were 19,785,688 shares of the Company's common stock issued and outstanding.

 DOCUMENTS INCORPORATED
BY REFERENCE

 Annual Report on Form

 For the Fiscal Year
Ended December 31, 2023

 Note Regarding Forward-Looking Statements

 ii

 Item 1.

 Description of Business

 Item 1A.

 Risk Factors

 Item 1B.

 Unresolved Staff Comments

 Item IC.

 Cybersecurity

 Item 2.

 Description of Property

 Item 3.

 Legal Proceedings

 Item 4.

 Mine Safety Disclosures

 Item 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6.

 [Reserved]

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 Item 8.

 Financial Statements and Supplementary Data

 Item 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item 9A.

 Controls and Procedures

 Item 9B.

 Other Information

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item 10.

 Directors, Executive Officers and Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item 14.

 Principal Accountant Fees and Services

 Item 15.

 Exhibits, Financial Statement Schedules

 Unless the context
requires otherwise, reference to "BAIYU" refers to BAIYU Holdings, Inc., our Delaware holding company; reference to the "Company,"
"we," "our" or "us" refers to BAIYU Holdings, Inc., together as a group with its subsidiaries, and,
in the context of describing the substantive operations and consolidated financial information relating to such operations of BAIYU Holdings,
Inc. and its subsidiaries as a whole, refers to BAIYU and its subsidiaries; references to "VIE" or "Tongdow Internet
Technology" refers to Shenzhen Tongdow Internet Technology Co., Ltd., the variable interest entity.

 "PRC"
or "China" refers to the People's Republic of China, and only in the context of describing PRC laws, regulations, rules,
regulatory authority and other legal or tax matters in this annual report, excludes Taiwan, Hong Kong and Macau; the legal and operational
risks associated with operating in the PRC also apply to our operations in Hong Kong.

 "RMB"
or "Renminbi" refers to the legal currency of China and "$," "US$" or "U.S. Dollars" refers
to the legal currency of the United States.

 i

 Note Regarding Forward-Looking
Statements

 The information contained
in this annual report on Form 10-K includes statements that are not historical facts and are "forward-looking statements."
Such forward-looking statements include, but are not limited to, statements regarding our Company and our management's expectations,
hopes, beliefs, intentions or strategies regarding the future, including our financial condition and results of operations. In addition,
any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying
assumptions, are forward-looking statements. The words "anticipates," "believes," "continue," "could,"
"estimates," "expects," "intends," "may," "might," "plans," "possible,"
"potential," "predicts," "projects," "seeks," "should," "will,"
"would" and similar expressions, or the negatives of such terms, may be identified as forward-looking statements, but the
absence of these words does not mean that a statement is not forward-looking.

 The forward-looking statements
contained herein are based on current expectations and beliefs concerning future developments and the potential effects on us. Future
developments that actually affect us may not be those anticipated. These forward-looking statements involve a number of risks, uncertainties
(some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from
those expressed or implied by these forward-looking statements. Examples are statements regarding future developments with respect to
the following:

 expand
our customer base;

 broaden
our service and product offerings;

 enhance
our risk management capabilities;

 improve
our operational efficiency;

 our ability to raise sufficient funds to expand our operations;

 attract, retain and motivate talented employees;

 a decrease in demand for commodities trading and weakness in the commodities trading industry generally;

 navigate an evolving regulatory environment;

 defend ourselves against litigation, regulatory, privacy or other claims;

 development of a liquid trading market for our securities;

 our plan to maintain compliance with Nasdaq's continued listing requirements;

 financial market volatility and declines in financial market prices of equity securities;

 liquidity and/or capital resources changes and the impact of any changes or limitations, including, without limitation, ability to borrow funds and/or renew or roll over existing indebtedness; and

 ongoing or new supply chain and product distribution/logistics issues.

 You should not rely upon
forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may
not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot
guarantee future results, levels of activity, performance or achievements. Moreover, neither we nor any other person assume responsibility
for the accuracy and completeness of the forward-looking statements. Except as required by law, we undertake no obligation to update publicly
any forward-looking statements for any reason after the date of this report to conform these statements to actual results or to changes
in our expectations.

 We qualify all of our
forward-looking statements by these cautionary statements. The Company assumes no obligation to revise or update any forward-looking statements
for any reason, except as required by law.

 ii

 Item 1. Description
of Business.

 Overview and Corporate
History

(formerly known as TD Holdings, Inc.), has become a business engaging in commodities trading business (the " Commodities Trading
Business ") and supply chain service business (the " Supply Chain Service Business ") in China since the
disposition of its direct loans, loan guarantees and financial leasing services to small-to-medium sized businesses, farmers and individuals
in July 2018 and its used luxurious car leasing business in August 2020.

 The Commodities Trading
Business primarily involves purchasing non-ferrous metal products from upstream metal and mineral suppliers and then selling to downstream
customers. The Supply Chain Service Business primarily has served as a one-stop commodity supply chain service and digital intelligence
supply chain platform integrating upstream and downstream enterprises, warehouses, logistics, information, and futures trading.

 BAIYU Holdings,
Inc. is a Delaware holding company that conducts its operations and operates its business in China through its PRC subsidiaries.
Such structure involves unique risks to our investors. The Chinese government may intervene in or influence the operation of PRC
subsidiaries and exercise significant oversight and discretion over the conduct of our business or may exert more control over
offerings conducted overseas by, and/or foreign investment in, China-based issuers, which could result in a material change in our
operations and/or the value of our common stock. Furthermore, rules and regulations in China may change quickly with short advance
notice, If the PRC imposes limitations on the ownership structure of the Company or disallows our current ownership structure all
together in the future, or if the PRC government takes other future actions resulting in a material change in our operations, the
value of our shares may depreciate significantly or become worthless.

 There are significant
legal and operational risks associated with being based in or having the substantial all of its operations in China, including those changes
in the legal, political and economic policies of the Chinese government, the relations between China and the United States, or Chinese
or U.S. regulations, all of which may materially and adversely affect our business, financial condition and results of operations. Any
such changes could cause the value of our securities to significantly decline or become worthless. The PRC government has significant
authority to exert influence on the ability of a company with substantive operations in China, such as us, to conduct its business, accept
foreign investments or list on a U.S. or other foreign exchanges. For example, we face risks associated with regulatory approvals of offshore
offerings, anti-monopoly regulatory actions, oversight on cybersecurity and data privacy. As of the date of this report, we do not believe
that we are subject to (a) the cybersecurity review with the Cyberspace Administration of China, or CAC, as we do not qualify as a critical
information infrastructure operator or possess a large amount of personal information in our business operations, and our business does
not involve data possessing that affects or may affect national security, implicates cybersecurity, or involves any type of restricted
industry; or (b) merger control review by China's anti-monopoly enforcement agency due to the fact that we do not engage in monopolistic
behaviors that are subject to these statements or regulatory actions. However, since these statements and regulatory actions are new,
it is highly uncertain how soon legislative or administrative regulation making bodies will respond and what existing or new laws or regulations
or detailed implementations and interpretations will be modified or promulgated, and, if any, the potential impact such modified or new
laws and regulations will have on our daily business operation, ability to accept foreign investments and listing of our securities. In
particular, as we are a holding company with substantive business operations in China, you should pay special attention to disclosures
included in this annual report and risk factors included herein, including but not limited to risk factor such as "Risk Factors
— Risks Relating to Our Corporate Structure" and "Risk Factors — Risks Related to Doing Business in China".

 The PRC government has
significant oversight and discretion over the conduct of our business and may intervene with or influence our operations as the government
deems appropriate to further regulatory, political and societal goals. The PRC government has recently published new policies that significantly
affected certain industries, and we cannot rule out the possibility that it will in the future release regulations or policies regarding
the industry where we operate, which could adversely affect our business, financial condition and results of operations. These risks could
result in a material change in our operations and the value of our ordinary shares, or could significantly limit or completely hinder
our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or become
worthless. For more information on various risks related to doing business in China, see "Risk Factors — Risks Related to
Doing Business in China".

 Pursuant to the Holding
Foreign Companies Accountable Act, or the HFCAA, if the Public Company Accounting Oversight Board, or the PCAOB, is unable to inspect
an issuer's auditors for three consecutive years, the issuer's securities are prohibited to trade on a U.S. stock exchange.
The PCAOB issued a Determination Report on December 16, 2021 which found that the PCAOB is unable to inspect or investigate completely
registered public accounting firms headquartered in: (1) mainland China of the People's Republic of China because of a position
taken by one or more authorities in mainland China; and (2) Hong Kong, a Special Administrative Region and dependency of the PRC, because
of a position taken by one or more authorities in Hong Kong. Furthermore, the PCAOB's report identified the specific registered
public accounting firms which are subject to these determinations. On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign
Companies Accountable Act, and on December 29, 2022, legislation entitled "Consolidated Appropriations Act, 2023" (the " Consolidated
Appropriations Act ") was signed into law by President Biden, which contained, among other things, an identical provision to
the Accelerating Holding Foreign Companies Accountable Act and amended the HFCAA by requiring the SEC to prohibit an issuer's securities
from trading on any U.S stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three,
thus reducing the time period for triggering the prohibition on trading. On August 26, 2022, the PCAOB announced that it had signed a
Statement of Protocol (the " SOP ") with the China Securities Regulatory Commission, or the CSRC, and the Ministry of
Finance of China. The SOP, together with two protocol agreements governing inspections and investigations (together, the " SOP
Agreement "), establishes a specific, accountable framework to make possible complete inspections and investigations by the PCAOB
of audit firms based in mainland China and Hong Kong, as required under U.S. law. On December 15, 2022, the PCAOB announced that it was
able to secure complete access to inspect and investigate PCAOB-registered public accounting firms headquartered in mainland China and
Hong Kong completely in 2022. The PCAOB Board vacated its previous 2021 determinations that the PCAOB was unable to inspect or investigate
completely registered public accounting firms headquartered in mainland China and Hong Kong. However, whether the PCAOB will continue
to be able to satisfactorily conduct inspections of PCAOB-registered public accounting firms headquartered in mainland China and Hong
Kong is subject to uncertainties and depends on a number of factors out of our and our auditor's control. The PCAOB continues to
demand complete access in mainland China and Hong Kong moving forward and is making plans to resume regular inspections in early 2023
and beyond, as well as to continue pursuing ongoing investigations and initiate new investigations as needed. The PCAOB has also indicated
that it will act immediately to consider the need to issue new determinations with the HFCAA if needed.

 As of the date of this
annual report, neither Audit Alliance LLP, our previous auditor, nor Enrome LLP, our current auditor, is not subject to the determinations
as to inability to inspect or investigate completely as announced by the PCAOB on December 16, 2021. Each of Audit Alliance LLP and Enrome
LLP is based in Singapore and is registered with PCAOB and subject to PCAOB inspection.

 We are not an
operating company based in the PRC, rather, we are a holding company incorporated in Delaware. Investors are purchasing securities
of a Delaware holding company rather than securities of our subsidiaries that have substantive business operations in China. The
Company is a Delaware holding company that conducts its operations and operates its business in China through (i) its subsidiaries
incorporated in mainland China, and (ii) contractual agreements with a variable interest entity, namely, Shenzhen Tongdow Internet
Technology Co., Ltd. (the " VIE " or " Tongdow Internet Technology ") based in mainland China.
The VIE structure was established through a series of contractual agreements (collectively, the " Tongdow VIE
Agreements "), comprising (i) that certain exclusive business cooperation agreement, entered into by and between the VIE
and Shenzhen Baiyu Jucheng Data Technology Co., Ltd. (" Shenzhen Baiyu Jucheng ") dated as of October 17, 2022,
(ii) that certain share pledge agreement, entered into by and among Shenzhen Baiyu Jucheng, Shanghai Zhuotaitong Industry Co., Ltd
(" VIE Sole Original Shareholder "), and the VIE, dated as of October 17, 2022, (iii) that certain Exclusive Option
Agreement entered into by and among Shenzhen Baiyu Jucheng, VIE Sole Original Shareholder, and the VIE, dated as of October 17,
2022, (iv) that certain Power of Attorney entered in to by VIE Sole Original Shareholder, dated as of October 17, 2022, and (v) that
certain Timely Reporting Agreement entered into by and between the VIE and Shenzhen Baiyu Jucheng, dated as of October 17, 2022. The
VIE structure is used to provide investors with exposure to foreign investment in China-based companies where the PRC law restricts
direct foreign investment in certain operating companies. BAIYU does not own any equity interest in the VIE. Our contractual
arrangements with the VIE are not equivalent of an investment in the equity interest of the VIE, and investors of BAIYU may never
hold equity interests in the Chinese operating companies, including the VIE. Instead, we are regarded as the primary beneficiary of
the VIE, for accounting purposes, based upon the Tongdow VIE Agreements.. Accordingly, under U.S. GAAP, the results of the VIE will
be consolidated in our financial statements. Investors are purchasing the equity securities of BAIYU, the Delaware holding company,
rather than the equity securities of the VIE. However, neither the investors in BAIYU nor BAIYU itself have an equity ownership in,
direct foreign investment in, or control of, through such ownership or investment, the VIE.

 The VIE structure involves
unique risks to our investors. It may not provide effective operational control over the VIE and also faces risks and uncertainties associated
with, among others, the interpretation and the application of the current and future PRC laws, regulations and rules to such contractual
arrangements. As of the date of this annual report, the agreements under the contractual arrangements with respect to the VIE have not
been tested in a court of law. If the PRC regulatory authorities find these contractual arrangements non-compliant with the restrictions
on direct foreign investment in the relevant industries, or if the relevant PRC laws, regulations and rules or their interpretation change
in the future, we could be subject to severe penalties or be forced to relinquish our interests in the VIE or forfeit our rights under
the contractual arrangements. The PRC regulatory authorities could disallow the VIE structure at any time in the future, which would cause
a material adverse change in our operations and cause the value of our securities you invested in this offering to significantly decline
or become worthless.

 The Chinese
government may disallow the Company's current holding structure, which could result in a material change in our operations and
materially and adversely affect the value of shares of our common stock or our other securities and could cause the value of our
shares or other securities to significantly decline or become worthless. Furthermore, the Chinese regulatory authorities may
intervene in or influence the operation of PRC subsidiaries and exercise significant oversight and discretion over the conduct of
their business or may exert more control over offerings conducted overseas by, and/or foreign investment in, China-based issuers,
which could result in a material change in our operations and/or the value of our common stock. Further, rules and regulations in
China may be changed from time to time, and any actions by the Chinese government to exert more oversight and supervision over
offerings that are conducted overseas by, and/or foreign investment in, China-based issuers could significantly limit or completely
hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly
decline or be worthless.

 Our Current Business

 The Commodities Trading
Business primarily involves purchasing non-ferrous metal products, such as aluminum ingots, copper, silver, and gold, from upstream metal
and mineral suppliers and then selling to downstream customers. In connection with the Company's commodity sales, in order to help
customers to obtain sufficient funds to purchase various metal products and also help upstream metal and mineral suppliers to sell their
metal products, the Company launched its Supply Chain Service Business in December 2019. The Company primarily generates revenues from
bulk non-ferrous commodity products, and from providing related supply chain management services in the PRC.

 In order to diversify
the Company's business, the Company has operated the Commodities Trading Business through Shenzhen Huamucheng Trading Co., Ltd.
since November 2019, which was renamed as Shenzhen Baiyu Jucheng Data Technology Co., Ltd. ("Shenzhen Baiyu Jucheng") in 2021.
On November 22, 2019, Hao Limo Technology (Beijing) Co., Ltd. ("Hao Limo"), our indirectly wholly-owned subsidiary, entered
into a series of agreements with Shenzhen Baiyu Jucheng and the shareholders of Shenzhen Baiyu Jucheng pursuant to which we obtained control
of Shenzhen Baiyu Jucheng (the " Baiyu VIE Agreements "). We initially entered into certain agreements with the previous
shareholders Shenzhen Baiyu Jucheng. On June 25, 2020, the Baiyu VIE Agreements were terminated and Shanghai Jianchi Supply Chain Co.,
Ltd., our wholly-owned subsidiary incorporated in China, acquired 100% equity interest of Shenzhen Baiyu Jucheng from the shareholders
of Shenzhen Baiyu Jucheng for nominal consideration.

 Through Shenzhen Baiyu
Jucheng's business, we source bulk commodity products from non-ferrous metals and mines or its designated distributors and then
sell to manufacturers who need these metals in large quantities. We also work with upstream suppliers in the sourcing of commodities.

 Through Shenzhen Qianhai
Baiyu Supply Chain Co., Ltd. (" Qianhai Baiyu "), our wholly-owned subsidiary incorporated in China, we provide supply
chain management services to our customers. On October 26, 2020, Shenzhen Baiyu Jucheng entered into certain share purchase agreements
to acquire 100% shares of Qianhai Baiyu. Qianhai Baiyu is engaged in the supply chain service business and covers a full range of commodities,
including non-ferrous metals, ferrous metals, coal, metallurgical raw materials, soybean oils, oils, rubber, wood and various other types
of commodities. It also has a supply chain infrastructure, which includes processing, logistics, warehousing and terminals. Utilizing
its customer base, industry experience, and expertise in the commodity trading industry, Qianhai Baiyu serves as a one-stop commodity
supply chain service and digital intelligence supply chain platform integrating upstream and downstream enterprises, warehouses, logistics,
information, and futures trading.

 The acquisition of Qianhai
Baiyu has laid a solid foundation for the Company to further expand its operations in the commodity supply chain field. The Company plans
to strengthen and upgrade its supply chain services platform by introducing a systematic quantitative risk control system, which will
be based on the Qianhai Baiyu's massive historical market data and complex data analysis models. The platform is expected to establish
a quantitative risk management system utilizing ETL data integration (Extract, Transform, Load) as its core, and then optimize trading
portfolios by incorporating various factors and strategies in order to effectively control risks and sustain business development.

 For the fiscal year ended
December 31, 2023, the Company generated revenue of $134,558,086 from its commodities trading business and $67,981 from its supply chain
management services.

 VIE Agreements

 We have operated the
Commodities Trading Business through Shenzhen Huamucheng Trading Co., Ltd. since November 2019, which was renamed as Shenzhen Baiyu Jucheng
Data Technology Co., Ltd. (" Shenzhen Baiyu Jucheng ") in 2021. On November 22, 2019, Hao Limo Technology (Beijing) Co.,
Ltd. (" Hao Limo "), our previously indirectly wholly-owned subsidiary, entered into the Baiyu VIE Agreements. On
June 25, 2020, Hao Limo and Shenzhen Baiyu Jucheng entered into certain VIE termination agreements to terminate the Baiyu VIE Agreements.
As a result of the termination of the Baiyu VIE Agreements, Hao Limo no longer has the control rights and rights to the assets, property
and revenue of Shenzhen Baiyu Jucheng. At the same time, Shanghai Jianchi Supply Chain Co., Ltd., our wholly-owned subsidiary incorporated
in China, acquired 100% equity interest of Shenzhen Baiyu Jucheng from the shareholders of Shenzhen Baiyu Jucheng for nominal consideration.

 On October 17, 2022,
Shenzhen Baiyu Jucheng entered into the Tongdow VIE Agreements, comprising (i) that certain exclusive business cooperation agreement,
entered into by and between the VIE and Shenzhen Baiyu Jucheng dated as of October 17, 2022 (the " Exclusive Business Cooperation
Agreement "), (ii) that certain share pledge agreement, entered into by and among Shenzhen Baiyu Jucheng, Shanghai Zhuotaitong
Industry Co., Ltd (" VIE Sole Original Shareholder "), and the VIE, dated as of October 17, 2022 (the "Share Pledge
Agreement"), (iii) that certain Exclusive Option Agreement entered into by and among Shenzhen Baiyu Jucheng, VIE Sole Original Shareholder,
and the VIE, dated as of October 17, 2022 (the " Exclusive Option Agreement "), (iv) that certain Power of Attorney entered
in to by VIE Sole Original Shareholder, dated as of October 17, 2022 (the " POA "), and (v) that certain Timely Reporting
Agreement entered into by and between the VIE and Shenzhen Baiyu Jucheng, dated as of October 17, 2022 (the " Reporting Agreement ").

 The Tongdow VIE Agreements
allow us to (1) be considered as the primary beneficiary of the VIE for accounting purposes and consolidate the financial results
of the VIE, (2) receive substantially all of the economic benefits of the VIE, (3) have the pledge right over the equity interests
in the VIE as the pledgee, and (4) have an exclusive option to purchase all or part of the equity interests in the VIE when and to
the extent permitted by PRC law.

 As a result of our
direct ownership in Shenzhen Baiyu Jucheng and the contractual arrangements with the VIE, we have become the primary beneficiary of
the VIE for accounting purposes, and, therefore, have consolidated the financial results of the VIE in our consolidated financial
statements in accordance with U.S. GAAP.

 The following is a summary
of the Tongdow VIE Agreements:

 Exclusive Business
Cooperation Agreement. Pursuant to the terms thereof, Shenzhen Baiyu Jucheng agrees to provide the VIE with customer support, business
support and related supply chain management services during the term of the agreement and the VIE agrees not to engage any other party
for the same or similar consultation and/or management services without Shenzhen Baiyu Jucheng's prior consent. The VIE agrees to
pay Shenzhen Baiyu Jucheng service fees substantially equal to all of its net income, subject to any requirement by PRC law and its articles
of association.

 Share Pledge Agreement.
Pursuant to the terms thereof, VIE Sole Original Shareholder pledged all of its equity interest in the VIE to Shenzhen Baiyu Jucheng in
order to guarantee the performance of the VIE's obligations under the Exclusive Business Cooperation Agreement. The agreement will
be terminated upon full payment of consulting and service fees and termination of the VIE's contractual obligations under the Exclusive
Business Cooperation Agreement.

 Exclusive Option Agreement.
Pursuant to the terms thereof, VIE Sole Original Shareholder has irrevocably granted Shenzhen Baiyu Jucheng an exclusive option to purchase
at any time, in part or in whole, its equity interests in the VIE for a purchase price equal to the capital paid by VIE Sole Original
Shareholder, adjusted pro rata for purchase of less than all of the equity interests.

 Powers of Attorney.
Pursuant to the terms thereof, VIE Sole Original Shareholder has irrevocably authorized Shenzhen Baiyu Jucheng to act on its behalf as
the exclusive agent and attorney with respect to all rights as a shareholder, including but not limited to, (1) convening, attending and
presiding over shareholders' meetings, (2) exercising all the shareholder's rights, including voting, that shareholders are
entitled to under PRC law and the Articles of Association of the VIE, including but not limited to the sale, transfer, pledge or disposition
of the equity interests of the VIE owned by such shareholder in part or in whole, (3) designating and appointing on behalf of the shareholders
the legal representative, executive director, supervisor, chief executive officer and other senior management members of the VIE, (4)
signing and executing all legal documents related to the shareholder's rights, and (5) receiving the dividends paid by the VIE to
its shareholder.

 Reporting Agreement.
Pursuant to the terms thereof, the VIE agrees to promptly provide all information required by Shenzhen Baiyu Jucheng so that it can make
necessary SEC and other regulatory reports in a timely fashion.

 In the opinion of our
PRC counsel, Tahota (Beijing) Law Firm, (i) the ownership structures of the VIE and Shenzhen Baiyu Jucheng are not in any violation of
applicable PRC laws and regulations currently in effect; and (ii) the contractual arrangements between Shenzhen Baiyu Jucheng, the
VIE and its shareholder governed by PRC laws and regulations are currently valid, binding and enforceable and will not result in any violation
of applicable PRC laws and regulations currently in effect.

 However, we have been
advised by our PRC counsel, Tahota (Beijing) Law Firm, that there are substantial uncertainties regarding the interpretation and application
of current PRC laws and regulations. The PRC government may ultimately take a view contrary to or otherwise different from the opinion
of our PRC counsel. As of the date of this report, the agreements under the contractual arrangements among Shenzhen Baiyu Jucheng, the
VIE, and its shareholder have not been tested in a court of law. Investors in our securities are not purchasing equity interest in the
VIE in China but, instead, are purchasing equity interest in a holding company incorporated in the laws of State of Delaware. The contractual
arrangements may be less effective from direct ownership in providing us with control over the VIE and we may incur substantial costs
to enforce the terms of the arrangements. Our corporate structure is subject to risks associated with our contractual arrangements with
the VIE. It is uncertain whether any new PRC laws or regulations relating to variable interest entity structures will be adopted or if
adopted, what they would provide. If we or the VIE is found to be in violation of any existing or future PRC laws or regulations, or fail
to obtain or maintain any of the required permits or approvals, the relevant PRC regulatory authorities would have broad discretion to
take action in dealing with such violations or failures. We could be subject to severe penalties or be forced to relinquish our interests
in those operations. Our Delaware holding company, Shenzhen Baiyu Jucheng, and the VIE, and investors in securities in BAIYU face uncertainty
with respect to potential future actions by the PRC government that could affect the enforceability of the contractual arrangements with
the VIE and, consequently, significantly affect the financial performance of our company as a whole and the VIE. See "Risk Factors
— Risks Related to Doing Business in China — The contractual arrangements with the VIE and its shareholder may be less effective
than direct ownership in providing operational control" and "— We face uncertainty with respect to the enforceability
of the contractual arrangements with the VIE and its shareholder, and any failure by the VIE or its shareholder to perform their obligations
under our contractual arrangements with them would have a material adverse effect on our business."

 Convertible Promissory
Notes Issuance and Settlement

 On May 6, 2022,
the Company entered into a securities purchase agreement with Streeterville Capital, LLC, pursuant to which the Company issued
the investor a convertible promissory note in the original principal amount of $3,320,000, convertible into shares of the
Company's common stock, for $3,000,000 in gross proceeds. By written consent dated May 10, 2022, as permitted by Section 228
of the Delaware General Corporation Law and Section 8 of Article II of our bylaws, the stockholders who have the authority to vote a
majority of the outstanding shares of Common Stock approved the following corporate actions: (i) the entry into a purchase agreement
dated of May 6, 2022 by and between the Company and the investor, pursuant to which the Company issued the note dated of May 6, 2022
to the investor; and (ii) the issuance of shares of common stock in excess of 19.99% of the currently issued and outstanding shares
of common stock of the Company upon the conversion of the note. The Company settled a convertible promissory note of $375,000 on
November 16, 2022, $200,000 on January 18, 2023, $200,000 on February 3, 2023, $175,000 on February 8, 2023, $250,000 on February
15, 2023, $250,000 on March 8, 2023, $125,000 on March 24, 2023, $150,000 on September 14, 2023, $200,000 on November 7, 2023, and
$175,000 on November 8, 2023, respectively, and issued 445,749, 235,960, 234,389, 205,090, 292,987, 279,567, 145,660, 1,153,846,
131,585 and 115,137 shares of the Company's Common Stock on November 17, 2022, January 19, 2023, February 6, 2023, February 8,
2023, February 15, 2023, March 15, 2023, March 29, 2023, September 15, 2023, November 7, 2023, and November 8, 2023,
respectively.

 The above unsettled convertible
promissory note, issued on May 6, 2022, has a maturity date of 12 months with an interest rate of 10% per annum. The Company
retains the right to prepay the note at any time prior to conversion with an amount in cash equal to 125% of the principal that the Company
elects to prepay at any time six months after the issue date, subject to maximum monthly redemption amount of $250,000 and $375,000, respectively. On
or before the close of business on the third trading day of redemption, the Company should deliver conversion shares via "DWAC"
(DTC's Deposit/Withdrawal at Custodian system). The Company will be required to pay the redemption amount in cash, or chooses to
satisfy a redemption in registered stock or unregistered stock, such stock shall be issued at 80% of the average of the lowest "VWAP"
(the volume-weighted average price of the Common Stock on the principal market for a particular trading day or set of trading days) during
the fifteen trading days immediately preceding the redemption notice is delivered.

 On March 13, 2023, the Company entered into
a securities purchase agreement with Streeterville and issued a convertible note due 2024 (the " Note ") to Streeterville.
The Note has a principal amount of $3,320,000 (the " Principal ") and bears an interest rate that equals to ten percent
(10%) per annum. The purchase price for the Note is $3,000,000 (the " Purchase Price "), and the date on which the Purchase
Price is delivered by Streeterville Capital to the Company, (the " Purchase Price Date "). The Principal and the interest
payable under the Note will become due and payable twelve (12) months from the Purchase Price Date (the " Maturity Date "),
unless earlier converted or prepaid by us. The Note has a conversion price (the " Redemption Conversion Price ") equal
to eighty percent (80%) multiplied by the lowest VWAP (the dollar volume-weighted average price for shares of our common stock on the
Nasdaq Capital Market) during the fifteen (15) trading days immediately preceding the date a redemption notice is delivered (the " Redemption
Date "). In this report, the company refers to all shares issued by us pursuant to conversion of the Note as "Conversion
Shares." The Investor has the right to redeem the Note at any time beginning on the date that is ninety (90) days from the Purchase
Price Date until the outstanding balance has been paid in full, subject to the maximum monthly redemption amount of $375,000 (the " Maximum
Monthly Redemption Amount "). Redemptions may be satisfied in cash, common stock at the Redemption Conversion Price, or any combination
of the foregoing. We have the right, but not the obligation, to prepay all or any portion of the outstanding balance under this Note prior
to the Maturity Date at a cash prepayment price equal to 125% of the outstanding balance to be prepaid. The Company settled the Note of
$300,000 on September 7, 2023, $2000,000 on October 10, 2023, $175,000 on October 13, 2023, $150,000 on November 16, 2023, $150,000 on
December 5, 2023, and $150,000 on December 29, 2023, respectively, and issued 2,091,466, 2,086,811, 1,845,991, 109,075, 109,075 and 137,644
shares of the Company's common stock on September 7, 2023, October 10, 2023, October 13, 2023, November 16, 2023, December 5, 2023,
December 29, 2023, respectively.

 Reverse Stock Split
of Common Stock, Change of Company Name, Ticker Change, and Amendment to Certificate of Incorporation

 On May 15, 2023, the
Company received a letter from NASDAQ Stock Market LLC (" Nasdaq ") stating that the Company was not in compliance with
the Nasdaq Listing Rule 5550(a)(2) (the " Minimum Bid Price Requirement ") because the closing bid price for the Company's
common stock had remained below $1.00 per share for the previous 30 consecutive business days. An initial grace period to regain compliance
was provided, which ended on November 11, 2023.

 To achieve compliance with
the Minimum Bid Price Requirements, the Company proposed a stock reverse split.

 On September 15, 2023, our board of directors unanimously approved
the amendments to the Company's Certificate of Incorporation (as amended) to effect (i) a reverse
stock split of our issued and outstanding common stock to comply with Nasdaq's Minimum Bid Price Requirements, at
a ratio of one-for-twenty to one-for-fifty immediately following the reverse split, with the exact ratio to be set at a whole number within
this range, and (ii) change the Company's name to BAIYU Holdings, Inc (the " Name Change ").
On September 18, 2023, by written consent of stockholders in lieu of special meeting, the company's stockholders who have the authority
to vote a majority of the outstanding shares have approved and adopted the filing of certificate of amendment of certificate of incorporation
to effect, among other things, (i) a reverse stock split of our common stock at a reverse stock split ratio of no less than
one-for-twenty to no more than one-for-fifty, with the final decision of whether to proceed with the reverse stock split and the exact
ratio and timing of the reverse split to be determined by our board of directors (" Board of Directors "), in its discretion,
and (ii) the Name Change, with the final decision of whether to proceed with the Name Change and the timing for implementing the Name
Change to be determined by our Board of Directors. On October 16, 2023, our Board of Directors unanimously approved, among other things,
(x) the filing of the certificate of amendment of certificate of incorporation to effect the reverse stock split at the ratio of one-for-fifty(the
" Reverse Stock Split ") and the Name Change, and (y) the change of our ticker on the Nasdaq to "BYU". Subsequently,
on October 19, 2023, we filed a Certificate of Amendment of Certificate of Incorporation with the Delaware Secretary of State to effect
the Reverse Stock Split and the Name Change. The Company's common stock began trading on Nasdaq on a Reverse Stock Split-adjusted
basis under the new name "BAIYU Holdings, Inc" and the new ticker symbol "BYU" on October 30, 2023. As a result
of the Reverse Stock Split, every fifty shares of the Company's common stock issued and outstanding were automatically reclassified
into one new share of common stock, without modifying any rights or preferences of the shares of the Company's common stock.

 On November 13, 2023,
the Company received a notification letter from Nasdaq informing it that compliance with the Minimum Bid Price Requirement had been regained,
and the matter was closed.

 November 2023 Private
Placement

 On November 16, 2023, the
Company entered into that certain securities purchase agreement with certain purchasers who are "non-U.S. Persons" as
defined in Regulation S as promulgated under the Securities Act of 1933, as amended, pursuant to which the Company agreed to sell
an aggregate of 15,000,000 shares of Common Stock, par value $0.001 per share at a per share purchase
price of $2.09 (representing the number equal to (i) the average Nasdaq Official Closing Price of the Company's Common Stock (as
reflected on Nasdaq.com) for the five trading days immediately preceding the date of the securities purchase agreement, times (ii) 1.1)
(the "Common Stock PIPE"). The transaction was consummated
on November 29, 2023 by the issuance of 15,000,000 shares of common stock.

 July 2023 Private Placement

 On
July 31, 2023, the Company entered into a securities purchase agreement with certain purchasers who are "non-U.S. Persons"
as defined in Regulation S as promulgated under the Securities Act of 1933, as amended, pursuant to which, the Company agreed to sell
such Purchasers an aggregate of 28,000,000 shares of its common stock, par value $0.001 per share at a price of $0.35 per share to the
purchasers for gross proceeds of approximately $9.8 million. The offering is being made pursuant to the Company's shelf registration
statement on Form S-3 (File No. 333-239757), which was filed with the Securities and Exchange Commission on July 8, 2020, and declared
effective by on August 4, 2020, as supplemented by the prospectus supplement dated August 3, 2023, relating to the sale of the shares
thereof.

 January 2023 Private
Placement

 On January 9, 2023, the
Company entered into that certain Securities Purchase Agreement with Ms. Huiwen Hu, an affiliate of the Company, and certain other purchasers
who are "non-U.S. Persons" (as defined in Regulation S of the Securities Act of 1933, as amended, pursuant to which the Company
agreed to sell an aggregate of 35,000,000 shares of its common stock, par value $0.001 per share, at a per share purchase price of $1.21.
The gross proceeds to the Company were $42.35 million. Since Ms. Huiwen Hu is an affiliate of the Company, the transaction has been approved
by the Audit Committee of the Board of Directors of the Company as well as the Board of Directors of the Company.

 Corporate Structure

is a holding company that was incorporated under the laws of the State of Delaware on December 19, 2011. HC High Summit Holding Limited
(" HC High BVI "), a company incorporated under the laws of the British Virgin Islands on May 22, 2018, is wholly owned
by the Company. On April 2, 2020, HC High BVI established TD Internet Of Things Technology Company Limited (" TD Internet Of Things
Technology ", formerly known as Tongdow Block Chain Information Technology Company Limited), a holding company incorporated in
accordance with the laws and regulations of Hong Kong. TD Internet Of Things Technology is wholly owned by HC High BVI. On April 2, 2020
and July 16, 2020, Tongdow Block Chain established Shanghai Jianchi and Tongdow (Hainan) Data Technology Co., Ltd. (" Tondow Hainan "),
respectively, as its wholly-owned subsidiaries. Both Shanghai Jianchi and Tongdow Hainan are holding companies incorporated in accordance
with the laws and regulations of the People's Republic of China (" PRC ").

 On March 5, 2020, the
Company filed a Certificate of Amendment of the Certificate of Incorporation with the Delaware Secretary of State to effect a name change
from Bat Group, Inc. to TD Holdings, Inc. (the " March Charter Amendment "). The March Charter Amendment became effective
on March 6, 2020.

 On June 25, 2020, Hao
Limo, the Company's wholly-owned subsidiary incorporated in the PRC, and Huamucheng, which was renamed Shenzhen Baiyu Jucheng in
2021, a former VIE of the Company, entered into certain VIE termination agreements to terminate the Shenzhen Baiyu Jucheng VIE agreements.
On the same date, Shanghai Jianchi, Shenzhen Baiyu Jucheng and Shenzhen Baiyu Jucheng Shareholders entered into certain share acquisition
agreements pursuant to which Shanghai Jianchi acquired 100% equity interest of Shenzhen Baiyu Jucheng. As a result, Shenzhen Baiyu Jucheng
transitioned from a variable interest entity controlled by the Company into a wholly owned subsidiary of the Company.

 On September 11, 2020,
the Company acquired Zhong Hui Dao Ming Investment Management Limited (" ZHDM HK ") and its wholly owned subsidiary,
Tongdow E-Trading Limited (" Tongdow HK "). Both entities were holding companies incorporated in accordance with the
laws and regulations of Hong Kong.

 On October 26, 2020,
Shenzhen Baiyu Jucheng entered into a certain share purchase agreement to acquire 100% shares of Qianhai Baiyu. The acquisition of Qianhai
Baiyu has laid a solid foundation for the Company to further expand its operations in the commodity supply chain field.

 On April 20, 2021, the
Company effected a Certificate of Amendment of the Certificate of Incorporation (the " April Charter Amendment ") with
the Delaware Secretary of State to increase the number of authorized shares of its common stock, par value $0.001 per share, from 100,000,000
shares to 600,000,000 shares and the number of authorized shares of its preferred stock, par value $0.001 per share, from 10,000,000 shares
to 50,000,000 shares. The April Charter Amendment was approved by the Company's Board of Directors on March 9, 2021, and by shareholders
holding a majority of the Company's issued and outstanding capital stock on March 10, 2021. The April Charter Amendment does not
affect the rights of the Company's shareholders.

 On August 11, 2022, the
Company has filed a Certificate of Amendment of the Certificate of Incorporation with the Delaware Secretary of State to effect a reverse
stock split.

 On October 17, 2022,
Shenzhen Baiyu Jucheng, entered into a set of variable interest entity agreements with Shenzhen Tongdow Internet Technology and Shanghai
Zhuotaitong Industry Co., Ltd., the sole shareholder of Tongdow Internet Technology. On October 25, 2022, the parties completed the
transaction. The contractual arrangements allow us to (1) be considered as the primary beneficiary of the VIE for accounting purposes
and consolidate the financial results of the VIE, (2) receive substantially all of the economic benefits of the VIE, (3) have the pledge
right over the equity interests in the VIE as the pledgee, and (4) have an exclusive option to purchase all or part of the equity interests
in the VIE when and to the extent permitted by PRC law.

 On October 19, 2023,
the Company has filed a Certificate of Amendment of the Certificate of Incorporation with the Delaware Secretary of State to effect, among
other things, the Reverse Stock Split and the Name Change. See section entitled "Reverse Stock Split of Common Stock, Change of
Company Name, Ticker Change, and Amendment to Certificate of Incorporation" above.

 BAIYU Holdings, Inc. is not an operating company
based in the PRC, but a holding company incorporated in Delaware. Our operations are primarily conducted through (i) our subsidiaries
incorporated in mainland China, and (ii) contractual agreements with a variable interest entity, namely, Tongdow Internet Technology based
in mainland China. The VIE structure was established through a series of contractual agreements, comprising (i) that certain exclusive
business cooperation agreement, entered into by and between the VIE and Shenzhen Baiyu Jucheng Data Technology Co., Ltd. ("Shenzhen
Baiyu Jucheng") dated as of October 17, 2022, (ii) that certain share pledge agreement, entered into by and among Shenzhen Baiyu
Jucheng, Shanghai Zhuotaitong Industry Co., Ltd ("VIE Sole Original Shareholder"), and the VIE, dated as of October 17, 2022,
(iii) that certain Exclusive Option Agreement entered into by and among Shenzhen Baiyu Jucheng, VIE Sole Original Shareholder, and the
VIE, dated as of October 17, 2022, (iv) that certain Power of Attorney entered in to by VIE Sole Original Shareholder, dated as of October
17, 2022, and (v) that certain Timely Reporting Agreement entered into by and between the VIE and Shenzhen Baiyu Jucheng, dated as of
October 17, 2022. See "Our Current Business — VIE Agreements" for details.

 The contractual arrangements allow us to (1)
be considered as the primary beneficiary of the VIE for accounting purposes and consolidate the financial results of the VIE, (2)
receive substantially all of the economic benefits of the VIE, (3) have the pledge right over the equity interests in the VIE as the
pledgee, and (4) have an exclusive option to purchase all or part of the equity interests in the VIE when and to the extent
permitted by PRC law.

 However, these contractual agreements may be less
effective than direct ownership in providing us with control over the VIE, and we may incur significant costs to enforce the terms of
these agreements. For instance, the VIE and its shareholder could breach their contractual arrangements with us by, among other
things, failing to conduct the operations of the VIE in an acceptable manner or taking other actions that are detrimental to our interests.
If we had direct ownership of the VIE in China, we would be able to exercise our rights as a shareholder to effect changes in the board
of directors of the VIE, which in turn could implement changes, subject to any applicable fiduciary obligations, at the management and
operational level. However, under the current contractual arrangements, we rely on the performance by the VIE and its shareholder of their
obligations under the contracts to direct the VIE's activities. The shareholder of the VIE may not act in the best interests of
our company or may not perform its obligations under these contracts. If any dispute relating to these contracts remains unresolved, we
will have to enforce our rights under these contracts through the operations of PRC law and arbitration, litigation and other legal proceedings
and therefore will be subject to uncertainties in the PRC legal system. See "Risk Factors — Risks Related to Doing Business
in China — The contractual arrangements with the VIE and its shareholder may be less effective than direct ownership in providing
operational control."

 The VIE structure is not equivalent to an
investment in the equity interest of such entities. BAIYU does not own any equity interests in the VIE. Our contractual arrangements
with the VIE and its nominee shareholder are not equivalent to an investment in the equity interest of the VIE. Investors are
purchasing securities in BAIYU, the Delaware holding company, and are not purchasing, and may never hold, equity interest in the
VIE. Such corporate structure involves unique risks associated with our contractual arrangements with the VIE. As of the date of
this report, the agreements under the contractual arrangements with respect to the VIE have not been tested in a court of law. It is
uncertain whether any new PRC laws or regulations relating to variable interest entity structures will be adopted or if adopted,
what they would provide. Our Delaware holding company, our subsidiaries incorporated in mainland China and the VIE, and investors in
securities of BAIYU face uncertainty with respect to potential future actions by the PRC government that could affect the
enforceability of the contractual arrangements with the VIE and, consequently, significantly affect the financial performance of our
company as a whole and the VIE. In addition, all the agreements under our contractual arrangements with the VIE are governed by PRC
law and provide for the resolution of disputes through arbitration in China. However, uncertainties in the PRC legal system could
limit our ability to enforce these contractual arrangements. Meanwhile, there are very few precedents and little formal guidance as
to how contractual arrangements in the context of a consolidated variable interest entity should be interpreted or enforced under
PRC law. There remain significant uncertainties regarding the ultimate outcome of such arbitration should legal action become
necessary. In the event we are unable to enforce these contractual arrangements, or if we suffer significant delay or other
obstacles in the process of enforcing these contractual arrangements, we may not be able to exert effective contractual control over
the VIE, and our ability to conduct our business may be negatively affected. See "Risk Factors — Risks Related to Doing
Business in China — We face uncertainty with respect to the enforceability of the contractual arrangements with the VIE and
its shareholder, and any failure by the VIE or its shareholder to perform their obligations under our contractual arrangements with
them would have a material adverse effect on our business."

 The following diagram illustrates our corporate
structure as of the date of this annual report:

 (1)
 a variable interest entity.

 Summary Consolidated Financial Data

 The following are historical statements of
operations and statements of cash flows for the fiscal years ended December 31, 2022, and December 31, 2023, and balance sheet data
as of December 31, 2022 and December 31, 2023, which have been derived from our audited financial statements for those periods. Our
historical results are not necessarily indicative of the results that may be expected in the future. You should read this data
together with our consolidated financial statements and related notes appearing elsewhere in this report. Solely for the
purposes of this summary, (i) "Parent" refers to BAIYU Holdings, Inc.; (ii) "WFOE and its subsidiary" refers
to Shenzhen Baiyu Jucheng Data Technology Co., Ltd. and its subsidiary Shenzhen Qianhai Baiyu Supply Chain Co., Ltd.; (iii)
"VIE" refers to Shenzhen Tongdow Internet Technology Co., Ltd.; and (iv) "Other Subsidiaries" refers to all
subsidiaries of BAIYU (other than WFOE and its subsidiary and VIE).

 Selected Condensed Consolidation Balance Sheets

 As of December 31, 2022

 WFOE and

its subsidiary

 VIE

 Other

 Elimination

 Entries and

 Reclassification

Entries

 Cash

 $
 391,660

 $
 392,627

 $

 $
 107,993

 $
 -

 $

 Intercompany receivable

 291,834,086

 72,031,748

 -

 72,054,524

 (435,920,358
)

 -

 Total Current Assets

 292,299,062

 218,976,607

 1,806

 73,205,406

 (435,916,556
)

 148,566,325

 Total Non-current Assets

 410,000

 189,712,925

 38,408,523

 18,179,851

 (32,179,826
)

 214,531,473

 Intercompany payable

 -

 361,819,711

 3,249,921

 70,850,726

 (435,920,358
)

 -

 Total Liabilities

 4,238,152

 376,465,664

 42,024,382

 73,481,743

 (431,086,312
)

 65,123,629

 Total Shareholders' Equity

 288,470,910

 32,223,868

 (3,614,053
)

 17,903,514

 (37,010,070
)

 297,974,169

 As of December 31, 2023

 WOFE and
 WOFE's

 VIE and
 VIE's

 Other

 Elimination
 Entries and
 Reclassification
 Entries

 Cash

 $
 1,080,145

 $
 145,105

 $
 2,396

 $
 288,712

 $
 -

 $
 1,516,358

 Intercompany receivable

 375,855,716

 96,510,811

 25,415

 32,842,956

 (505,234,898
)

 Total Current Assets

 377,977,860

 343,920,024

 28,124

 35,646,943

 (505,231,093
)

 252,341,858

 Total Non-current Assets

 410,000

 186,484,801

 33,532,410

 18,298,729

 (35,782,777
)

 202,943,163

 Intercompany payable

 469,738,028

 3,393,550

 32,004,086

 (505,135,664
)

 Total Liabilities

 4,292,512

 491,057,639

 41,510,542

 36,383,900

 (501,104,877
)

 72,139,716

 Total Shareholders' Equity

 374,095,348

 39,347,186

 (7,950,008
)

 17,561,772

 (39,908,993
)

 383,145,305

 Selected Condensed Consolidated Statements of
Operations Data

 For the fiscal year ended December 31, 2022

 Only

 WFOE and
 its subsidiary

 VIE

 Other

 Eliminating
 adjustments

 Revenue

 $
 -

 $
 32,171,691

 $
 -

 $
 124,663,610

 $
 -

 $
 156,835,301

 Intercompany revenue

 -

 -

 -

 -

 -

 Cost of revenue and related tax

 -

 31,336,404

 -

 124,460,640

 -

 155,797,044

 Cost from intercompany

 -

 -

 -

 -

 -

 Gross Profit

 -

 835,287

 -

 202,970

 -

 1,038,257

 Total operating expenses

 1,654,555

 1,407,523

 776,138

 1,305,773

 3,744,750

 8,888,739

 Operating Income (expense)

 (1,654,555
)

 (572,236
)

 (776,138
)

 (1,102,803
)

 (3,744,750
)

 (7,850,482
)

 Net Income(expense)

 (3,332,404
)

 8,271,574

 (775,970
)

 (2,862,299
)

 2,952,636

 For the year ended December 31, 2023

 Only

 WOFE and
 WOFE's

 VIE and
 VIE's

 Other

 Elimination
 Entries and
 Reclassification
 Entries

 Revenue

 $
 -

 $
 19,159,124

 $
 1,351

 $
 115,465,592

 $
 -

 $
 134,626,067

 Intercompany revenue

 -

 -

 -

 -

 -

 Cost of revenue and related tax

 -

 19,294,710

 -

 115,520,831

 -

 134,815,541

 Cost from intercompany

 -

 -

 -

 -

 -

 Gross Profit

 -

 (135,586
)

 1,351

 (55,239
)

 -

 (189,474
)

 Total operating expenses

 7,478,472

 793,101

 4,420,038

 875,775

 3,024,302

 16,591,688

 Operating Income (expense)

 (7,478,472
)

 (928,687
)

 (4,418,687
)

 (931,014
)

 (3,024,302
)

 (16,781,162
)

 Net Income(expense)

 (8,972,849
)

 14,310,543

 (4,418,675
)

 (917,117
)

 (2,268,227
)

 (2,266,325
)

 Selected Condensed Consolidated Statements of
Cash Flows

 For the fiscal year ended December 31, 2022

 WFOE and

its subsidiary

 VIE

 Other

 Eliminating
 adjustments

 OPERATING ACTIVITIES

 Net income (Loss)

 $
 (3,332,404
)

 $
 8,271,574

 $
 (775,970
)

 $
 (2,862,299
)

 $
 2,952,636

 $

 Intercompany receive

 -

 -

 -

 -

 -

 -

 Intercompany payment

 -

 -

 -

 -

 -

 -

 Net cash provided by (used in) operating activities

 (117,310,991
)

 144,785,800

 (22,548,042
)

 (591,502
)

 4,335,359

 Net cash provided by (used in) investing activities

 -

 (147,366,777
)

 -

 21,829,031

 -

 (125,537,746
)

 Net cash provided (used in) financing activities

 117,420,000

 (29,735
)

 -

 -

 -

 117,390,265

 Intercompany receive

 -

 -

 -

 -

 -

 -

 Intercompany payment

 -

 -

 -

 -

 -

 -

 Effect of exchange rate fluctuation on cash

 394,111

 -

 -

 -

 -

 394,111

 For the year ended December 31, 2023

 Only

 WOFE and
 WOFE's

 VIE and
 VIE's

 Other

 Eliminating
 adjustments

 OPERATING ACTIVITIES

 Net income (Loss)

 $
 (8,972,849
)

 $
 14,310,543

 $
 (4,418,675
)

 $
 (917,117
)

 $
 (2,268,227
)

 $
 (2,266,325
)

 Intercompany receive

 -

 -

 -

 -

 -

 -

 Intercompany payment

 -

 -

 -

 -

 -

 -

 Net cash provided by (used in) operating activities

 (92,058,589
)

 99,875,335

 1,640

 87,614

 1,641,516

 9,547,516

 Net cash provided by (used in) investing activities

 (100,187,219
)

 94,170

 6,350

 (100,086,699
)

 Net cash provided (used in) financing activities

 92,747,073

 69,678

 92,816,751

 Intercompany receive

 -

 -

 -

 -

 -

 -

 Intercompany payment

 -

 -

 -

 -

 -

 -

 Effect of exchange rate fluctuation on cash

 (1,654,267
)

 -

 -

 -

 (1,654,267
)

 Cash Transfer and Dividend
Payment

 BAIYU Holdings, Inc.,
our holding company, or the Parent, may transfer cash to our offshore intermediary holding entities in the British Virgin Islands and
Hong Kong and their respective subsidiaries, through capital injections and intra-group loans. Our offshore intermediary holding entities,
in turn, may transfer cash to our PRC subsidiaries through capital injections and intra-group loans. Similarly, our PRC subsidiaries may
in turn transfer cash to their respective subsidiaries in the PRC through capital injections and intra-group loans. Cash may also be transferred
through our organization by way of intra-group transactions. If our wholly owned subsidiaries in the PRC realize accumulated after-tax
profits, they may, upon satisfaction of relevant statutory conditions and procedures, pay dividends or distribute earnings to our offshore
intermediary holding entities, which, in turn, may transfer cash to the Parent through dividends or other distributions. With necessary
funds, the Parent may pay dividends or make other distributions to U.S. investors and service any debt it may have incurred outside of
the PRC. No assets other than cash were transferred between the Parent and a subsidiary, no subsidiaries paid dividends or made other
distributions to the Parent, and no dividends or distributions were paid or made to U.S. investors. The Company and its subsidiaries currently
do not have a cash management policy in place. In 2022 and 2023, the Parent transferred cash in the amount of US$2.3 million and nil to
our PRC subsidiaries through our offshore intermediary holding entities by way of capital contribution to the PRC subsidiaries. In 2022,
the Company owed TD E-Commerce an unpaid amount of $38 million, which remained outstanding in 2023.

 To the extent cash
in the business is in the mainland PRC or Hong Kong or a PRC or Hong Kong entity, the funds may not be available to fund operations
or for other use outside of the PRC or Hong Kong due to restrictions under the PRC laws and regulations to transfer cash. Under
PRC laws and regulations, we are subject to restrictions on foreign exchange and cross-border cash transfers, including to U.S.
investors. Our ability to distribute earnings to the holding company and U.S. investors is also limited. We are a Delaware holding
company and we may rely on dividends and other distributions on equity paid by our PRC subsidiaries for our cash and financing
requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders and service any debt
we may incur. When any of our PRC subsidiaries incurs debt on its own behalf, the instruments governing the debt may restrict its
ability to pay dividends or make other distributions to us. Under PRC laws and regulations, each of our PRC subsidiaries may pay
dividends only out of its respective accumulated profits as determined in accordance with PRC accounting standards and regulations.
In addition, a PRC enterprise is required to set aside at least 10% of its after-tax profits each year, if any, to fund a certain
statutory reserve fund, until the aggregate amount of such fund reaches 50% of its registered capital. At its discretion, a PRC
enterprise may allocate a portion of its after-tax profits based on PRC accounting standards to a staff welfare and bonus fund.
These reserve fund and staff welfare and bonus fund cannot be distributed to us as dividends. In addition, our PRC subsidiaries
generate their revenue primarily in Renminbi, which is not freely convertible into other currencies. As a result, any restriction on
currency exchange may limit the ability of our PRC subsidiaries to pay dividends to us. See "Risk Factor — Risks Related
to Doing Business in China — Regulations relating to offshore investment activities by PRC residents may limit our ability to
acquire PRC companies and could adversely affect our business", "Risk Factors — Risks Related to Doing Business in
China — PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental
control of currency conversion may delay or prevent us from using the proceeds of this offering to make loans or additional capital
contributions to our PRC subsidiaries in China, which could materially and adversely affect our liquidity and our ability to fund
and expand our business", "Risk Factors — Risks Related to Doing Business in China — To the extent cash in
the business is in the mainland PRC or Hong Kong or a PRC or Hong Kong entity, the funds may not be available to fund operations or
for other use outside of the PRC or Hong Kong due to interventions in or the imposition of restrictions and limitations under the
PRC laws and regulations."

 Recent Developments

 Settlement of Convertible
Promissory Notes

 The Company settled
the convertible promissory notes issued on March 13, 2023 in favor of Streeterville Capital, LLC, of $150,000 on February 1, 2024, and
$150,000 on February 15, 2024, respectively, and issued 160,174 and 152,650 shares of the Company's common stock to Streeterville
Capital, LLC on February 1, 2024 and February 15, 2024, respectively.

 Our Business

 As of December 31, 2023,
the Company has two business lines, the commodities trading business and supply chain management services set forth below.

 Industry Overview

 Bulk commodities trading
refers to the trading of materials used in industrial and agricultural production that are continuously purchased in bulk, and are unable
to be purchased from the retail sector. Commodities belong at the upstream stage of production processes of various industrial chains,
and the supply and demand conditions of commodities can cause price fluctuations and affect the development of these industrial chains.

 Commodities can be divided
into four categories, metals, energy, livestock and meat, and agricultural. Metal commodities include gold, silver, platinum, and copper.
Energy commodities include crude oil, heating oil, natural gas, and gasoline. Livestock and meat include lean hogs, pork bellies, live
cattle, and feeder cattle. Agricultural commodities include corn, soybeans, wheat rice, cocoa, coffee, cotton, and sugar.

 Operation of Commodities
Trading Business

 The Company's commodities
trading operations via Shenzhen Baiyu Jucheng are focused on non-ferrous metal commodities such as aluminum, copper, silver, and gold.
We strive to become an emerging platform in the non-ferrous metal e-commerce industry by offering all participants in the non-ferrous
metal e-commerce industry a seamless, one-stop transaction experience.

 Business Model

 We source bulk commodities
from non-ferrous metal mines or its designated distributors and sell them to manufacturers who need these metals in large quantities.
We work with many suppliers in the sourcing of commodities, including various metal and mineral suppliers such as Kunsteel Group, Baosteel
Group, Aluminum Corporate of China Limited, Yunnan Benyuan, Yunnan Tin, and Shanghai Copper. Potential customers include large infrastructure
companies such as China National Electricity, Datang Power, China Aluminum Foshan International Trade, Tooke Investment (China), CSSC
International Trade Co., Ltd., Shenye Group, and Keliyuan.

 The Company has entered
into a warehousing lease agreement with Shanghai Quansheng Logistics Co., Ltd (" Shanghai Quansheng ") to designate it
as the Company's warehouse in Shanghai. The Company's criteria for choosing its warehouses are based primarily on the convenience
of its location for transportation, which is highly conducive to the transportation of non-ferrous metal commodities, and secondarily
based on its storage price.

 Our inventory management
procedure involves (1) an Application for Storage, (2) Storage of the Commodities, (3) an Application for Shipment, and (4) Shipment of
Commodities, which are further described below.

 1)
 Application
for Storage

 The
upstream suppliers apply for storage with the Company's leased warehouse center upon the sale of commodities to the Company. The
application requires information including the commodities' production company, brand, specifications, weight, quantity, and storage
time.

 2)
 Storage
of the Commodities

 Upon
the arrival of the commodities at the warehouse, the warehouse checks and accepts the commodities according to the delivery instructions
provided by the transportation company, ensuring that the delivery instructions, storage application, and the delivered commodities are
all consistent.

 Upon
acceptance, the warehouse scans and places the commodities into sorted storage. The warehouse then issues a certificate of inspection,
which includes information such as the brand name, specifications, weight, quantity, packaging information, arrival time, storage location
and other information of the received commodities. The certificate of inspection is then signed and stamped by the delivery driver, the
warehouse manager, and the warehouse. Four copies of the certificate of inspection are made, two of which are provided to the transportation
company and the supplier.

 3)
 Application
for Shipment

 The
downstream customers apply for shipment with the warehouse upon the purchase of Commodities from the Company. The application requires
information including the production company, brand, specifications, weight, quantity, delivery time, and storage location number.

 The
downstream customers also fill in a delivery entrustment letter, including the name of the delivery company, the name of the delivery
person, his or her ID number, the delivery vehicle's license plate number, the time, quantity, and information regarding the warehouse
for delivery.

 4)
 Shipment
of Commodities

 The
warehouse prepares the commodities in advance according to the pick-up time and the Application for Shipment.

 Upon arrival of the pick-up driver at the warehouse, the Company reviews the identity of the pick-up driver according to the delivery entrustment letter.

 Upon completing the loading of the commodities for shipment, the warehouse issues a certificate of sale, which includes information such as the brand name, specifications, weight, quantity, delivery time, and storage location number. The pick-up driver, warehouse manager, and the warehouse signs and stamps the certificate of sale. Four copies of the certificate of sale are made, two of which are provided to the transportation company and the customer.

 We use a prepaid unified
purchase and distribution model (" Prepaid Model ") in our business, which is further detailed below.

 Under the Prepaid Model,
we make advance prepayments between one to three months in advance when purchasing from the Company's upstream suppliers. The process
involves first obtaining purchase orders from one or more downstream purchasers and entering into sales agreements with such purchasers.
After the Company receives the down payment from the downstream purchasers, it aggregates the total amount of commodities required to
fulfill the orders and enters into purchase agreements with upstream suppliers to fulfill its purchase orders. Once the upstream suppliers
have received the prepayment from the Company, they produce and deliver the commodities to the Company's designated warehouse on
the purchase agreement. Upon receipt of the commodities in the designated warehouse, the Company is notified by the warehouse and obtains
the full payment from the downstream purchasers. After the Company pays its remaining balance to the upstream suppliers, it issues delivery
instructions to the designated warehouse on the sales agreement and has the commodities delivered to the downstream purchasers.

 Through the Prepaid Model,
which is further illustrated below, the Company maintains a stable distribution volume and thereby generates profit margins via purchase
discounts from upstream suppliers and mark-up pricing to downstream customers.

 Warehousing Arrangement

 Shenzhen Baiyu Jucheng
has entered into a certain warehousing agreement with Shanghai Quansheng pursuant to which Shenzhen Baiyu Jucheng designated Shanghai
Quansheng as its warehouse for the storage of its commodities.

 Pursuant to the warehousing
agreement with Shanghai Quansheng, Shenzhen Baiyu Jucheng and Shanghai Quansheng agreed to various customary representations, warranties
and covenants, including, among other things, (1) details regarding the procedures for the storage and retrieval of the commodities, (2)
storage and penalty fees, and (3) negotiation and litigation in the event of any breach of contract.

 Suppliers

 We source the non-ferrous
metal from various sources including but not limited to smelters, non-ferrous metal wholesalers and metal traders. For the year ended
December 31, 2023, the Company purchased non-ferrous metal products from ten third party suppliers.

 Customers

 We sell to various businesses
in need of large quantity of non-ferrous metal including home appliance manufacturing enterprises, cable manufacturing enterprises and
wire manufacturing enterprises. For the years ended December 31, 2023 and 2022, the Company sold non-ferrous metals to 23 and 29 customers,
respectively.

 Supply Chain Management
Services

 Commodity Distribution
Services

 We offer a distribution
service to bulk suppliers of precious metals by acting as a sales intermediary, procuring small to medium-sized buyers through our own
professional sales team and channels and distributing to them the bulk precious metals of the suppliers. Upon the execution of a purchase
order from our sourced buyers, we charge the suppliers with a commission fee ranging from 1% to 2% of the distribution order, depending
on the size of the order. For the year ended December 31, 2023, the Company earned commodity distribution commission fees of $67,981 from
facilitating such sales transactions with nine third party customers. For the year ended December 31, 2022, the Company earned commodity
distribution commission fees of $1,391,903 from facilitating such sales transactions with 23 third party customers.

 Marketing

 Currently we market our
commodities trading services through our sales personnel and online promotion. We have registered public accounts on WeChat and Weibo
public accounts as well as an account on Tongdao.com to promote our services. We started to introduce our services via major search engines
such as Zhida and Baidu. We are actively engaged with followers, viewers and potential customers on social media platforms such as Baidu
Tieba, Tik Tok, Weibo, WeChat, and Zhihu. We plan to launch wider and deeper social media marketing in the near future as well as participate
in more industry-related forums to increase the market exposure of our businesses and thereby increasing our popularity and establishing
brand loyalty.

 Seasonality

 We do not experience
substantial seasonal fluctuations in our revenues and the results of operations.

 Business Strategy

 Our current
business strategy is to expand the varieties of commodities that we trade in, including ore, crude oil and coal in addition to our
current focus on non-ferrous metals. In 2023, the Company plans on further expanding the commodities trading business into Southeast
Asia while continuing to maintain and grow its current domestic customers. We also plan on further expanding our trade market
consultations for our bulk trading customers.

 Competition

 The Company competes
against other large domestic commodity trade service providers such as Xiamen International Trade and Yijian Shares. Currently, the principal
competitive factors in the non-ferrous metal commodities trading business are price, product availability, quantity, service, and financing
terms for purchases and sales of commodities. In addition, we also believe that our customers will choose among service providers on the
basis of leadership in the commodity trading industry and service quality.

 Competitive Strengths

 Our
management team has accumulated substantial industry expertise through decades of experience in the commodities trading industry.

 Our
ability to acquire customers through advertising on the promotion channels of major search engines and social media, such as Baidu, 58,
WeChat, and Weibo, using search engine optimization and search engine marketing to analyze the effectiveness and efficiency of different
promotion channels. We also promote our services on the Tongdao E-commerce Network, a leading e-commerce platform for non-ferrous metals
bulk commodities, which provides services including non-ferrous metal price quotes, spot trading and bulk purchasing.

 We
have strong risk control measures. Through the establishment of a series of safeguard measures, we can ensure the safety of our commodities
trading, reducing risk factors such as cargo damage, customer default, logistics distribution and supply chain services in the process
of commodity trading.

 Our
customers' privacy and security are guaranteed. This information is encrypted and can only be accessed by authorized employees
for predetermined periods of time.

 Our
commodity price system is transparent. Although commodity prices fluctuate every day, we are able to timely inform our customers of accurate
prices to guide their transactions.

 Our
customer service quality is very high and we are constantly upgrading our customer service system. We have a professional commodity consulting
service, supply chain service and a comprehensive customer satisfaction evaluation mechanism.

 Intellectual Property

 Our intellectual property
includes domain names baiyuglobal.com.

 Despite our efforts to
protect our proprietary rights, unauthorized parties may attempt to copy or otherwise obtain and use our technology. Monitoring unauthorized
use of our technology is difficult and costly, and we cannot be certain that the steps we have taken will prevent the misappropriation
of our technology. From time to time, we may have to resort to litigation to enforce our intellectual property rights, which could result
in substantial costs and diversion of our resources.

 In addition, although
there were no litigations initiated against us in 2023 by third parties alleging infringement of their proprietary rights or declaring
non-infringement of our intellectual property rights, we cannot guarantee that such litigation will not be initiated in the future. In
the event of a successful claim of infringement and our failure or inability to develop non-infringing technology or license the infringed
or similar technology on a timely basis, our business could be harmed. Moreover, even if we are able to license the infringed or similar
technology, license fees could be substantial and may adversely affect our results of operations.

 Human Capital

 As of the date of this
report, we have 51 employees for our commodities trading business, all of whom are full-time. We have employment contracts with all of
our employees in China and in the U.S. in accordance with relevant PRC laws and U.S. laws. There are no collective bargaining contracts
covering any of our employees. We believe that our relationship with our employees is satisfactory.

 We have made employee
benefit contributions in accordance with relevant Chinese regulations, including retirement insurance, unemployment insurance, medical
insurance, housing fund, work injury insurance and birth insurance. The Company recorded the contribution in the general administration
expenses when incurred.

 Applicable Government
Regulations

 Our operations are subject
to extensive and complex state, provincial and local laws, rules and regulations including but not limited to:

 Foreign Trade Law;

 Company Law of the PRC and its implementation rules;

 Labor Contract Law and its implementing rules;

 Provisional Regulation of China on Business Tax and its Implementing Rules;

 Enterprise Income Tax Law and the related Circulars and Notices;

 Foreign Exchange Administration Regulations;

 Foreign Investment Law of the PRC and its implementation Regulations;

 Special Management Measures (Negative List) for the Access of Foreign Investment;

 Road Traffic Safety Law;

 Road Transportation Regulation;

 Circular on Improving and Adjusting Foreign Exchange Administration Policies on Foreign Direct Investment;

 Circular of Further Simplifying and Improving the Policies of Foreign Exchange Administration Applicable to Direct Investment;

 Circular on Reform of the Administrative Rules of the Payment and Settlement of Foreign Exchange Capital of Foreign-Invested Enterprises;

 Issues relating to Cross-border Direct Investment in RMB.

 We are supervised by many
provincial and local government authorities, including the Beijing Administration of Industry and Commerce.

 Summaries of Certain
Key PRC Laws

 PRC Licenses and Permits

 The following table lists
all of the licenses and permits that the Company and its subsidiaries are required to have in order to operate business and maintain its
securities program from Chinese authorities:

 Name of Company

 License/Permit

 Issuing Authority

 Validity

 Tongdow Internet Technology

 Internet Content Provider License

 Guangdong Communications Administration

 October 8, 2026

 There have been no instances
where the Company or its subsidiaries have had their applications for such permissions or approvals rejected.

 As of the date of this annual report, we have
not received any inquiry, notice, warning, or sanctions from Chinese governmental authorities relating to our permissions or approvals
for operating our business and maintaining our securities program in China.

 If the Company or its
subsidiaries fail to obtain or maintain such permissions or approvals, or incorrectly determine that such permissions or approvals are
not necessary, our business could suffer. In cases where a company is denied such permissions, such company would either refrain from
engaging in that particular business area, or partner with entities that can secure such permissions. The legal system in the PRC is continually
evolving, and the applicable laws, regulations, or interpretations are subject to significant uncertainties. If the relevant regulations
change abruptly, we may need to secure such permissions or approvals, which could be expensive, and may disrupt our business operations,
negatively impacting our revenue and the value of our securities.

 Foreign Trade Law
of the PRC

 The "Foreign Trade
Law of the PRC" was revised and adopted at the 24th meeting of the Standing Committee of the Twelfth National People's Congress
of the PRC on November 7, 2016. The revised "Foreign Trade Law of the PRC" became effective on November 7, 2016.

 The term "foreign
trade" in the Foreign Trade Law of the People's Republic of China refers to the import and export of goods, technology import
and export, and international service trade. The law specifies the principles of foreign trade and the reasons why the country can restrict
or prohibit the import and export of related goods and technologies, intellectual property protection, service trade, monopoly in foreign
business activities and other relevant provisions.

 On December 30, 2022,
the Standing Committee further revised the Foreign Trade Law and deleted article 9. Article 9 established record and registration system
for foreign trade operators and the deltoid of this article means foreign trade operators are no longer required to record or register
themselves.

 CAC Review

 On December 28,
2021, the Cyberspace Administration of China, CAC, jointly with the relevant authorities formally published Measures for
Cybersecurity Review (2021) which took effect on February 15, 2022 and replace the former Measures for Cybersecurity Review (2020).
Measures for Cybersecurity Review (2021) stipulates that operators of critical information infrastructure purchasing network
products and services, and online platform operator (together with the operators of critical information infrastructure, the
"Operators") carrying out data processing activities that affect or may affect national security, shall conduct a
cybersecurity review, any operator who controls more than one million users' personal information must go through a
cybersecurity review by the cybersecurity review office if it seeks to be listed in a foreign country. Since we are not an Operator,
nor do we control more than one million users' personal information, we would not be required to apply for a cybersecurity
review under the Measures for Cybersecurity Review (2021). Our legal adviser, Tahota Law Firm (Beijing) has confirmed that we
currently are not subject to the cybersecurity review process.

 CSRC Filing Requirements

 On December 24, 2021,
the China Securities Regulatory Commission, or the CSRC, introduced draft regulations concerning the overseas issuance and listing of
securities by domestic companies. These draft regulations were superseded by the Trial Administrative Measures of Overseas Securities
Offering and Listing by Domestic Companies (the "Trial Measures"), which came into effect on March 31, 2023. Pursuant to the
Trial Measures, domestic companies that seek to offer or list securities overseas, both directly and indirectly, should fulfill the filing
procedure and report relevant information to the CSRC. Since these statements and regulatory actions by the PRC government are newly published,
their interpretation, application and enforcement of unclear and there also remains significant uncertainty as to the enactment, interpretation
and implementation of other regulatory requirements related to overseas securities offerings and other capital markets activities, our
ability to offer, or continue to offer, securities to investors would be potentially hindered and the value of our securities might significantly
decline or be worthless, by existing or future laws and regulations relating to its business or industry or by intervene or interruption
by PRC governmental authorities, if we or our subsidiaries (i) do not receive or maintain such filings, permissions or approvals required
by the PRC government, (ii) inadvertently conclude that such filings, permissions or approvals are not required, (iii) applicable laws,
regulations, or interpretations change and we are required to obtain such filings, permissions or approvals in the future, or (iv) any
intervention or interruption by PRC governmental with little advance notice.

 According to the Notice
on the Administrative Arrangements for the Filing of the Overseas Securities Offering and Listing by Domestic Companies from the CSRC,
or "the CSRC Notice," the domestic companies that have already been listed overseas before the effective date of the Trial
Measures (namely, March 31, 2023) shall be deemed as existing issuers (the "Existing Issuers"). Existing Issuers are not required
to complete the filing procedures immediately, and they shall be required to file with the CSRC for any subsequent offerings.

 On February 24,
2023, the CSRC, together with the Ministry of Finance, National Administration of State Secrets Protection and National Archives
Administration of China, revised the Provisions on Strengthening Confidentiality and Archives Administration for Overseas Securities
Offering and Listing, which were issued by the CSRC and National Administration of State Secrets Protection and National Archives
Administration of China in 2009, or the "Provisions." The revised Provisions were issued under the title the
"Provisions on Strengthening Confidentiality and Archives Administration of Overseas Securities Offering and Listing by
Domestic Companies," and will come into effect on March 31, 2023 together with the Trial Measures. One of the major revisions
to the revised Provisions is expanding their application to cover indirect overseas offering and listing, as is consistent with the
Trial Measures. The revised Provisions require that, among other things, (a) a domestic company that plans to, either directly or
indirectly through its overseas listed entity, publicly disclose or provide to relevant individuals or entities, including
securities companies, securities service providers, and overseas regulators, any documents and materials that contain state secrets
or working secrets of government agencies, shall first obtain approval from competent authorities according to law, and file with
the secrecy administrative department at the same level; and (b) a domestic company that plans to, either directly or indirectly
through its overseas listed entity, publicly disclose or provide to relevant individuals and entities, including securities
companies, securities service providers, and overseas regulators, any other documents and materials that, if leaked, will be
detrimental to national security or public interest, shall strictly fulfill relevant procedures stipulated by applicable national
regulations. On or after March 31, 2023, any failure or perceived failure by our Company and our subsidiaries, to comply with the
above confidentiality and archives administration requirements under the revised Provisions and other PRC laws and regulations may
result in the relevant entities being held legally liable by competent authorities, and referred to the judicial organ to be
investigated for criminal liability if suspected of committing a crime.

 The Trial Measures, the
revised Provisions and any related implementing rules to be enacted may subject us to additional compliance requirements in the future.

 PRC Enterprise Income
Tax Law

 BAIYU operate
its business through our PRC subsidiaries and the VIE which was incorporated in China. Under the PRC Enterprise Income Tax Law (the " EIT
Law "), the standard enterprise income tax rate is 25%.

 Under
the EIT Law and its implementation rules, an enterprise established outside of the PRC with a "de facto management
body" within the PRC is considered a resident enterprise and will be subject to the enterprise income tax at the rate of 25%
on its global income. The implementation rules define the term "de facto management body" as the body that exercises
full and substantial control over and overall management of the business, productions, personnel, accounts and properties of an
enterprise. In April 2009, SAT issued SAT Circular 82, which provides certain specific criteria for determining whether the
"de facto management body" of a PRC-controlled enterprise that is incorporated offshore is located in
China. Although SAT Circular 82 only applies to offshore enterprises controlled by PRC enterprises or PRC enterprise groups, not
those controlled by PRC individuals or foreigners, the criteria set forth in SAT Circular 82 may reflect the general position of SAT
on how the "de facto management body" test should be applied in determining the tax resident status of all offshore
enterprises. According to SAT Circular 82, an offshore incorporated enterprise controlled by a PRC enterprise or a PRC enterprise
group will be regarded as a PRC tax resident by virtue of having its "de facto management body" in China only if
all of the following conditions are met: (1) the primary location of the day-to-day operational management is in the
PRC; (2) decisions relating to the enterprise's financial and human resource matters are made or are subject to approval
by organizations or personnel in the PRC; (3) the enterprise's primary assets, accounting books and records, company
seals, and board and shareholder resolutions, are located or maintained in the PRC; and (4) at least 50% of voting board
members or senior executives habitually reside in the PRC. We believe that our Delaware holding company is not a PRC resident
enterprise for PRC tax purposes. Our Delaware holding company is not controlled by a PRC enterprise or PRC enterprise group, and we
do not believe that it meets all of the conditions above. For the same reasons, we
believe our other entities outside of China are not PRC resident enterprises either. However, the tax resident status of an
enterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect to the interpretation
of the term "de facto management body". Therefore, there can be no assurance that the PRC government will
ultimately take a view that is consistent with ours.

 If the PRC
tax authorities determine that our Delaware holding company is a PRC resident enterprise for enterprise income tax purposes, we may be
required to withhold a 10% withholding tax from dividends we pay to our shareholders that are non-resident enterprises. In addition, non-resident enterprise
shareholders may be subject to a 10% PRC tax on gains realized on the sale or other disposition of common stock, if such income is treated
as sourced from within the PRC. It is unclear whether our non-PRC individual shareholders would be subject to any PRC tax on
dividends or gains obtained by such non-PRC individual shareholders in the event we are determined to be a PRC resident enterprise.
If any PRC tax were to apply to such dividends or gains, it would generally apply at a rate of 20%. Any PRC tax imposed on dividends or
gains may be subject to a reduction if a reduced rate is available under an applicable tax treaty. However, it is also unclear whether non-PRC shareholders
of our Delaware holding company would be able to claim the benefits of any tax treaties between their country of tax residence and the
PRC in the event that our Delaware holding company is treated as a PRC resident enterprise.

 Provided
that our Delaware holding company is not deemed to be a PRC resident enterprise, holders of our common stock who are not PRC residents
will not be subject to PRC income tax on dividends distributed by us or gains realized from the sale or other disposition of our common
stock. However, under SAT Bulletin 7 and SAT Bulletin 37, where a non-resident enterprise conducts an "indirect transfer"
by transferring taxable assets, including, in particular, equity interests in a PRC resident enterprise, indirectly by disposing of the
equity interests of an overseas holding company, the non-resident enterprise, being the transferor, or the transferee or the
PRC entity which directly owned such taxable assets may report to the relevant tax authority such indirect transfer. Using a "substance
over form" principle, the PRC tax authority may disregard the existence of the overseas holding company if it lacks a reasonable
commercial purpose and was established for the purpose of reducing, avoiding or deferring PRC tax. As a result, gains derived from such
indirect transfer may be subject to PRC enterprise income tax, and the transferee or other person who is obligated to pay for the transfer
is obligated to withhold the applicable taxes, currently at a rate of 10% for the transfer of equity interests in a PRC resident enterprise.
We and our non-PRC resident investors may be at risk of being required to file a return and being taxed under SAT Bulletin 7
and SAT Bulletin 37, and we may be required to expend valuable resources to comply with SAT Bulletin 7 and SAT Bulletin 37, or to establish
that we should not be taxed thereunder. See "Risk Factors — Risks Related to Doing Business in China — If we are classified
as a PRC resident enterprise for PRC income tax purposes, such classification could result in unfavorable tax consequences to us and our non-PRC shareholders".

 Regulations on Registration
of Branch Companies

 According to the
PRC Company Law amended and took effect on October 26, 2018 and the Regulation on the Administration of the Registration of Market
Entities adopted at the 131st executive meeting of the State Council on April 14, 2021 and took effect on March 1, 2022, a company
may establish branch companies, which are entities without the status of a legal person and conduct business outside the domicile of
the company. Branch companies must be registered at a competent government agency and obtain a business license. The Administrative
Regulation of the PRC on the Registration of Market Entities sets forth the detailed formalities on the registration of branch
companies.

 Our PRC subsidiaries
have registered one branch in Shanghai and have obtained a business license for it as of the date of this report.

 Regulations on Employment
Contracts

 The Labor Contract Law
of the PRC was promulgated on June 29, 2007, as amended on December 28, 2012 and effective on July 1, 2013. On September 18,
2008, the PRC State Council issued the PRC Labor Contract Law Implementing Rules, which became effective as of the date of issuance. The
Labor Contract Law and its Implementing Rules govern the establishment of employment relationships between employers and employees,
and the conclusion, performance, termination of, and the amendment to employment contracts. To establish an employment relationship, a
written employment contract must be signed. In the event that no written employment contract was signed at the time of establishment of
an employment relationship, a written employment contract must be signed within one month after the date on which the employer starts
to use the employee's services. An employer may terminate the labor agreement of an employee under certain specified circumstances
and in some cases, such termination can only be done after fulfillment of certain procedural requirements, such as 30 days' prior
notice or upon payment of one month's salary in lieu of such notice. In certain cases, the terminated employee is entitled to receive
a severance payment equal to the average monthly salary during the 12-month period immediately preceding to the termination (inclusive
of all monetary income such as base salary, bonus, allowances, etc.), for each year of service up to the date of termination. If
an employer terminates a labor contract in any circumstance other than those specified under the Labor Contract Law and its implementing
rules, including termination without cause, the employer must either reinstate and continue to perform the employee's employment
contract or pay the employee damages calculated at twice the rate for calculating the severance payment, subject to the employee's
own request. In the case that the employee requests for damages, the employer is not required to pay other severance or the remainder
of the amount owed under the employment contract unless the employment contract has otherwise been provided for.

 In addition, according
to the Labor Contract Law and its implementing rules, in order to enforce the non-compete provision with the employees after the termination
or ending of employment relationship, the employer shall compensate the employees on a monthly basis during the non-competition period
after such termination or ending of employment.

 On January 24,
2014, the Ministry of Human Resources and Social Security promulgated Interim Provisions on Labor Dispatching, or Circular 22,
effective from March 1, 2014, which provides that an employer shall strictly control the number of employees under labor
dispatching arrangements and dispatched employees can only be used in temporary, ancillary and replaceable positions. The number of
dispatched workers used by an employer shall be reduced to no more than 10% of the total number of its employees within two years
after March 1, 2014. If the employer fails to reduce the number of dispatched employees as required by Circular 22 and could not
correct its practice after receiving warnings from government authority, the employer may be subject to a fine ranging from RMB1,000
to RMB5,000 per dispatched employee.

 Regulation on PRC
Business Tax and VAT

 Prior to January 1,
2012, pursuant to the Provisional Regulation of China on Business Tax and its Implementing Rules, an entity or individual rendering services
in China were generally subject to a business tax at the rate of 5% on revenues generated from the provision of such services. Since January 1,
2012, the MOF and the SAT have started to implement the VAT Pilot Program, which imposes VAT in lieu of business tax for certain industries
in Shanghai. Since August 1, 2012, the VAT Pilot Program has been expanded to and implemented in other regions, including Beijing,
Tianjin, Jiangsu, Zhejiang, Anhui, Fujian, Hubei and Guangdong. On May 24, 2013, the MOF and the SAT jointly issued Notice 37, which
expanded the VAT Pilot Program nationwide starting on August 1, 2013. On December 12, 2013, the MOF and the SAT jointly issued
Notice 106, effective on January 1, 2014, which replaced Notice 37 and improved some tax policies in the VAT Pilot Program. From
May 1, 2016, the VAT was expanded to all business tax taxpayers and until November 19, 2017, the State Council promulgated Decision
of the State Council on Abolishing the Provisional Regulations on Business Tax of the PRC and Amending the Provisional Regulations on
Value-Added Tax of the PRC. As a result of the VAT, an entity or individual rendering services in China is subject to VAT at the rate
of 17%, 11% or 6%, as applicable. According to the Notice of the Ministry of Finance and the SAT on Adjusting Value added Tax Rates, issued
on April 4, 2018, and became effective on May 1, 2018, the value-add tax rates of 17%, 11% or 6% applicable to the taxpayers who render
services are adjusted to 16%, 10% or 6% respectively. According to the Notice of the Ministry of Finance, the SAT and the General Administration
of Customs on Relevant Policies for Deepening Value Added Tax Reform, issued on March 20, 2019, and became effective on April 1, 2019,
such value added tax rate was reduced to 13%, 9% or 6%, respectively.

 Cyber Security and
Data Protection Laws in Hong Kong

 Hong Kong's legal framework concerning cyber
security is multifaceted and comprehensive, aiming to protect individuals' data and penalize illicit activities. The primary laws
and regulations include the Personal Data (Privacy) Ordinance (" PDPO "), the Unsolicited Electronic Messages Ordinance,
the Interception of Communications and Surveillance Ordinance, and the Official Secrets Ordinance. These laws govern the collection, use,
and protection of personal data, the sending of unsolicited electronic messages, the interception of communications and use of surveillance
devices by public officers, and the unauthorized obtaining or disclosure of official information, respectively. Regulatory actions can
have significant implications for businesses, and may result in hefty fines, damage to reputation, and loss of business opportunities.

 As holding vehicles, our Hong Kong subsidiaries
do not engage in any business operations, nor do they handle any personal data.

 Regulations on
Foreign Currency Exchange and Dividend Distribution

 Foreign Currency Exchange

 The principal regulations
governing foreign currency exchange in China are the Foreign Exchange Administration Regulations, which was most recently amended in August
2008. Under the PRC Foreign Exchange Administration Regulations, Renminbi is freely convertible for payments of current account items,
such as distribution of dividends, interest payments and trade and service-related foreign exchange transactions, can be made in foreign
currencies without prior approval from SAFE. In contrast, approval from or registration with appropriate government authorities is required
where Renminbi is to convert into foreign currency and remitted out of China to pay capital account items, such as direct investments,
repayment of foreign currency-denominated loans, repatriation of investments and investments in securities outside of China.

 In November 2012, SAFE
promulgated the Circular on Improving and Adjusting Foreign Exchange Administration Policies on Foreign Direct Investment, or Circular
on Improving and Adjusting Foreign Exchange Policies, which was latest amended on December 30, 2019. Circular on Improving and Adjusting
Foreign Exchange Policies substantially amends and simplifies the foreign exchange procedure. Pursuant to Circular on Improving and Adjusting
Foreign Exchange Policies, the opening of various foreign exchange accounts for designated purposes, such as pre-establishment expenses
accounts, foreign exchange capital accounts and guarantee accounts, the reinvestment of Renminbi proceeds derived by foreign investors
in the PRC, and remittance of foreign exchange profits and dividends by foreign-invested enterprises to their foreign shareholders, no
longer require approval or verification from SAFE, and the same entity may open multiple capital accounts in different provinces.

 On May 10, 2013, SAFE
promulgated the Circular on Printing and Distributing the Provisions on Foreign Exchange Administration Over Domestic Direct Investment
by Foreign Investors and the Supporting Documents, which specifies that the administration by SAFE or its local branches over foreign
direct investment in the PRC shall be conducted by way of registration. Institutions and individuals shall register with SAFE and/or its
branches for their direct investment in China. Banks shall process foreign exchange business relating to the direct investment in China
based on the registration information provided by SAFE and its branches.

 In February 2015, SAFE
promulgated the Circular of Further Simplifying and Improving the Policies of Foreign Exchange Administration Applicable to Direct Investment,
or Circular 13, which became effective on June 1, 2015 and was amended on December 30, 2019. Upon the implementation of Circular 13, the
current foreign exchange procedures will be further simplified, foreign exchange registrations of direct investment will be handled by
designated foreign exchange settlement banks instead of SAFE and its branches.

 On March 30, 2015,
SAFE issued the Circular on Reform of the Administrative Rules of the Payment and Settlement of Foreign Exchange Capital of
Foreign-Invested Enterprises (" SAFE Circular 19 "), which became effective on June 1, 2015 and was amended on
December 30, 2019. Pursuant to SAFE Circular 19, foreign-invested enterprises may either continue to follow the current
payment-based foreign currency settlement system or elect to follow the "conversion-at-will" regime of foreign currency
settlement. Where a foreign-invested enterprise follows the conversion-at-will regime of foreign currency settlement, it may convert
part or all of the amount of the foreign currency in its capital account into Renminbi at any time. The converted Renminbi will be
kept in a designated account labeled as settled but pending payment, and if the foreign-invested enterprise needs to make payment
from such designated account, it still needs to go through the review process with its bank and provide necessary supporting
documents. SAFE Circular 19, therefore, has substantially lifted the restrictions on the usage by a foreign-invested enterprise of
its RMB registered capital converted from foreign currencies. According to SAFE Circular 19, such Renminbi capital may be used at
the discretion of the foreign-invested enterprise and SAFE will eliminate the prior approval requirement and only examine the
authenticity of the declared usage afterwards. Nevertheless, foreign-invested enterprises are still not allowed to extend
intercompany loans to PRC consolidated entities. In addition, as Circular 19 was promulgated recently, there remain substantial
uncertainties with respect to the interpretation and implementation of this circular by relevant authorities.

 On June 9, 2016, SAFE
issued the Circular on Reforming and Regulating Policies on the Control over Foreign Exchange Settlement of Capital Accounts (" Circular
16 "), which became effective simultaneously. Pursuant to Circular 16, enterprises registered in the PRC may also convert their
foreign debts from foreign currency to RMB on self-discretionary basis. Circular 16 provides an integrated standard for conversion of
foreign exchange under capital account items (including but not limited to foreign currency capital and foreign debts) on self-discretionary
basis which applies to all enterprises registered in the PRC. Circular 16 reiterates the principle that RMB converted from foreign currency-denominated
capital of a company may not be directly or indirectly used for purpose beyond its business scope or prohibited by PRC Laws or regulations,
while such converted RMB shall not be provide as loans to its non-affiliated entities.

 On January 26, 2017,
SAFE issued the Notice of State Administration of Foreign Exchange on Improving the Check of Authenticity and Compliance to further Promote
Foreign Exchange Control, or SAFE Circular 3, which stipulates several capital control measures with respect to the outbound remittance
of profit from domestic entities to offshore entities, including (i) under the principle of genuine transaction, banks must check board
resolutions regarding profit distribution, the original version of tax filing records and audited financial statements; and (ii) domestic
entities must hold income to account for previous years' losses before remitting the profits. Moreover, pursuant to SAFE Circular
3, domestic entities shall make detailed explanations of the sources of capital and utilization arrangements, and provide board resolutions,
contracts and other proof when completing the registration procedures in connection with an outbound investment.

 Regulations on Dividend
Distribution

 The principal regulations
governing dividend distributions of wholly foreign-owned companies include:

 Foreign Investment Law of the PRC, effective as of January 1, 2020;

 Regulations for Implementation the Foreign Investment Law of the PRC, effective as of January 1, 2020;

 Company Law of the PRC, as amended on October 26, 2018;

 Enterprise Income Tax Law of the PRC, effective as of March 16, 2007, as amended on December 29, 2018;

 Regulations on the Implementation of the Enterprise Income Tax Law of the PRC, effective as of December 6, 2007, as amended on April 23, 2019.

 Under these laws and
regulations, wholly foreign-owned companies in China may pay dividends only out of their accumulated profits as determined in accordance
with PRC accounting standards and regulations. In addition, these wholly foreign-owned companies are required to set aside no less than
10% of the after-tax profits, if any, to fund certain reserve funds, until the accumulative amount of such fund reaches 50% of its registered
capital. Although the statutory reserves can be used, among other ways, to increase the registered capital and eliminate future losses
in excess of retained earnings of the respective companies, the reserve funds are not distributable as cash dividends except in the event
of liquidation. At the discretion of these wholly foreign-owned companies, they may allocate a portion of their after-tax profits based
on PRC accounting standards to staff welfare and bonus funds. These reserve funds and staff welfare and bonus funds are not distributable
as cash dividends.

 Regulations on Employee
Share Incentive Plans of Overseas Publicly-listed Company

 In February 2012, SAFE
promulgated the Circular of the SAFE on Relevant Issues Concerning Foreign Exchange Administration over Involvement of Domestic Individuals
in Equity Incentive Plans of Overseas Listed Companies, or the 2012 SAFE Notice. Under such notice and other relevant rules and regulations,
PRC residents, including PRC citizens or non-PRC citizens who reside in China for a continuous period of not less than one year, that
participate in any share incentive plan of any overseas publicly-listed company are required to register with SAFE or its local branches
and complete certain other procedures. Participants of a share incentive plan who are PRC residents must retain a qualified PRC agent,
which could be a PRC subsidiary of the overseas publicly-listed company or another qualified institution selected by the PRC subsidiary,
to conduct the SAFE registration and other procedures with respect to the share incentive plan on behalf of the participants. We and our
executive officers and other employees who are PRC residents that have been granted share incentive awards will be subject to these regulations
upon the completion of this offering. Failure by these individuals to complete their SAFE registrations may subject such individuals and
us to fines and other legal sanctions.

 The SAT has issued
certain circulars concerning employee share incentive awards. Under these circulars, our employees working in China who exercise
share incentive awards will be subject to PRC individual income tax. Our PRC subsidiary has the obligation to make filings related
to employee share incentive awards with relevant tax authorities and to withhold individual income taxes of those employees who
exercise their share incentive awards. If our employees fail to pay or we fail to withhold their income taxes according to relevant
laws and regulations, we may face sanctions imposed by the tax authorities or other PRC governmental authorities.

 Regulations on Offshore
Investment by PRC Residents

 Pursuant to the SAFE's
Notice on Relevant Issues Concerning Foreign Exchange Administration for PRC Residents to Engage in Financing and Round Trip Investment
via Overseas Special Purpose Companies and its subsequent amendments, supplements or implementation rules, or SAFE Circular 75, issued
on October 21, 2005, a PRC resident (whether a natural person or legal persons) shall register with the local branch of the SAFE before
it establishes or controls an overseas SPV, with assets or equity interests in a PRC company, for the purpose of overseas equity financing.
On July 4, 2014, SAFE issued the SAFE's Notice on Relevant Issues Concerning Foreign Exchange Administration for PRC Residents to
Engage in Outbound Investment and Financing and Inbound Investment via Special Purpose Vehicles (" SPV "), or SAFE Circular
37, which has superseded SAFE Circular 75. According to SAFE Circular 37, the PRC domestic resident shall apply for SAFE registration
for overseas investment before paying capital to SPV by using his, her or its legal assets whether overseas or domestic. The SPV is defined
as "offshore enterprise directly established or indirectly controlled by the domestic residents (including domestic institutions
and individuals) with their legally owned assets and equity of the domestic enterprise, or legally owned offshore assets or equity, for
the purpose of offshore investment and financing". In addition, in the event that the SPV undergoes changes of its basic information
such as the individual shareholder, name, operation term, etc., or material events including increase or decrease by domestic individual
shareholder in investment amount, equity transfer or swap, merge, spinoff, etc., the domestic resident shall timely complete the change
of foreign exchange registration formality for offshore investment.

 According to SAFE Circular
37, failure to make such registration or truthfully disclose actual controllers of the round-trip enterprises may subject PRC residents
to fines up to RMB300,000 in case of domestic institutions or RMB50,000 in case of domestic individuals. If the registered or beneficial
shareholders of the offshore holding company who are PRC residents do not complete their registration with the local SAFE branches, the
PRC subsidiary may be prohibited from distributing their profits and proceeds from any reduction in capital, share transfer or liquidation
to the offshore company, and the offshore company may be restricted in its ability to contribute additional capital to its PRC subsidiary.
Moreover, failure to comply with SAFE registration and amendment requirements described above could result in liability under PRC law
for violating applicable foreign exchange restrictions.

 Regulations on Cross-border
Direct Investment in Renminbi

 On October 12,
2011, MOFCOM issued the Notice of the Ministry of Commerce on Issues concerning Cross border Direct Investment in Renminbi which was
abolished in 2013 and on December 3, 2013 the MOFCOM promulgated the Announcement on Issues relating to Cross-border Direct
Investment in RMB, effective from January 1, 2014. Under this announcement, the "cross-border direct investment in
RMB" shall refer to the direct investment activities conducted by foreign investors (including the investors from Hong Kong,
Macau and Taiwan) in China with offshore RMB funds obtained legally, including, among other things, the establishment of new
enterprises, increase of capital, shareholding or merger and acquisition of domestic enterprises. The cross-border direct investment
in RMB by a foreign investor or reinvestment by its foreign-invested enterprise shall conform to the requirements of laws,
regulations and relevant provisions on foreign investment and comply with the foreign investment industry policies of China and the
provisions on security review of foreign investment mergers and acquisitions and anti-monopoly review. No foreign-invested
enterprise is allowed to use the funds of cross-border direct investment in RMB for investment, directly or indirectly, in
negotiable securities and financial derivatives in China (except for strategic investment in listed companies) or for entrusted
loans. On October 13, 2011, the PBOC issued the Management Rules on the Settlement of Foreign Direct Invested Renminbi,
which provide those foreign invested enterprises with RMB-dominated foreign direct investment must register with the PBOC or its
local branch after obtaining the permit from MOFCOM and the business license. The Management Rules on the Settlement of Foreign
Direct Invested Renminbi was amended on June 5, 2015.

 Regulations on Intellectual
Property Rights

 China has adopted comprehensive
legislation governing intellectual property rights, including copyright, trademark, patents and domain names.

 The PRC has adopted comprehensive
legislation governing intellectual property rights, including copyrights, patents, trademarks and domain names.

 Copyright. Copyright
in the PRC, including copyrighted software, is principally protected under the Copyright Law and related rules and regulations, which
become effective in 2010 and was last amended on November 11, 2020. Under the Copyright Law, the term of protection for copyrighted software
is 50 years.

 Patent. The Patent
Law, which became effective in 2009 and was amended on October 17, 2020, provides for patentable inventions, utility models and designs.
An invention or utility model for which patents may be granted must have novelty, creativity and practical applicability. The State Intellectual
Property Office under the State Council is responsible for examining and approving patent applications.

 Trademark. The Trademark
Law, which became effective in 2014 and was amended on April 23, 2019, and its implementation rules protect registered trademarks. The
Trademark Office of the State Administration for Industry & Commerce is responsible for the registration and administration of trademarks
throughout the PRC. The Trademark Law has adopted a "first-to-file" principle with respect to trademark registration.

 Domain
Name. The MIIT is the major regulatory body responsible for the administration of the PRC internet domain names. Domain names
are protected under the Administrative Measures on the Internet Domain Names, promulgated by the MIIT on August 16, 2017 and took
effect on November 1, 2017. The measure has adopted a "first-to-file" principle with respect to the registration of
domain names.

 Enforceability

is a Delaware holding company and substantially all of our assets are located outside of the United States. Substantially all of our current
operations are conducted through our PRC subsidiaries and the VIE in China. In addition of our current directors and officers are nationals
and residents of countries other than the United States. Substantially all of the assets of these persons are located outside the United
States. As a result, it may be difficult or impossible for you to enforce in U.S. courts of the judgments obtained in U.S. courts based
on the civil liability provisions of the U.S. federal securities laws against us and our officers and directors as none of them currently
resides in the United States or has substantial assets located in the United States. See "Risk Factors — Certain judgments
obtained against us by our shareholders may not be enforceable."

 There is uncertainty
as to whether the courts of China would (i) recognize or enforce judgments of United States courts obtained against us or our directors
or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States;
or (ii) entertain original actions brought in each respective jurisdiction against us or our directors or officers predicated upon the
securities laws of the United States or any state in the United States. The recognition and enforcement of foreign judgments are provided
for under the PRC Civil Procedures Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of
the PRC Civil Procedures Law based either on treaties between China and the jurisdiction where the judgment is made or on principles of
reciprocity between jurisdictions. China does not have any treaties or other form of reciprocity with the United States that provide for
the reciprocal recognition and enforcement of foreign judgments. In addition, according to the PRC Civil Procedures Law, courts in the
PRC will not enforce a foreign judgment against us or our directors and officers if they decide that the judgment violates the basic principles
of PRC law or national sovereignty, security or public interest. As a result, it is uncertain whether and on what basis a PRC court would
enforce a judgment rendered by a court in the United States. Under the PRC Civil Procedures Law, foreign shareholders may originate actions
based on PRC law against us in the PRC for disputes if they can establish sufficient nexus to the PRC for a PRC court to have jurisdiction,
and meet other procedural requirements, including, among others, the plaintiff must have a direct interest in the case, and there must
be a concrete claim, a factual basis and a cause for the suit. The case is within the scope of civil actions accepted by the people's
courts and under the jurisdiction of the people's court in which the action is instituted. However, it will be difficult for U.S.
shareholders to originate actions against us in China in accordance with PRC laws because we are incorporated under the laws of the state
of Delaware and it will be difficult for U.S. shareholders to establish a connection to the PRC for a PRC court to have jurisdiction as
required under the PRC Civil Procedures Law.

 We do have a
holding company in Hong Kong. We also have a management member who is Hong Kong residents and reside within Hong Kong for a
significant portion of the time. You may incur additional costs and procedural obstacles in effecting service of legal process,
enforcing foreign judgments or bringing actions in Hong Kong against us or our management named in the prospectus, as judgments
entered in the U.S. can be enforced in Hong Kong only at common law. If you want to enforce a judgment of the U.S. in Hong Kong, it
must be a final judgment conclusive upon the merits of the claim, for a liquidated amount in a civil matter and not in respect of
taxes, fines, penalties, or similar charges, the proceedings in which the judgment was obtained were not contrary to natural
justice, and the enforcement of the judgment is not contrary to public policy of Hong Kong. Such a judgment must be for a fixed sum
and must also come from a "competent" court as determined by the private international law rules applied by the Hong
Kong courts. Furthermore, foreign judgments of the U.S. courts will not be directly enforced in Hong Kong as there are currently no
treaties or other arrangements providing for reciprocal enforcement of foreign judgments between Hong Kong and the U.S. However, the
common law permits an action to be brought upon a foreign judgment. That is to say, a foreign judgment itself may form the basis of
a cause of action since the judgment may be regarded as creating a debt between the parties to it. In a common law action for
enforcement of a foreign judgment in Hong Kong, the enforcement is subject to various conditions, including but not limited to, that
the foreign judgment is a final judgment conclusive upon the merits of the claim, the judgment is for a liquidated amount in civil
matter and not in respect of taxes, fines, penalties, or similar charges, the proceedings in which the judgment was obtained were
not contrary to natural justice, and the enforcement of the judgment is not contrary to public policy of Hong Kong. Such a judgment
must be for a fixed sum and must also come from a "competent" court as determined by the private international law rules
applied by the Hong Kong courts. The defenses that are available to a defendant in a common law action brought on the basis of a
foreign judgment include lack of jurisdiction, breach of natural justice, fraud, and contrary to public policy. However, a separate
legal action for debt must be commenced in Hong Kong in order to recover such debt from the judgment debtor. As a result, subject to
the conditions with regard to enforcement of judgments of United States courts being met, including but not limited to the above, a
foreign judgment of United States of civil liabilities predicated solely upon the federal securities laws of the United States or
the securities laws of any State or territory within the U.S. could be enforceable in Hong Kong. See "Risk Factors —
Certain judgments obtained against us by our shareholders may not be enforceable."

 Intracompany Cash
Transfer

(formerly "TD Holdings. Inc."), our holding company, or the Parent, may transfer cash to our offshore intermediary holding
entities in the British Virgin Island and Hong Kong and their respective subsidiaries, through capital injections and intra-group loans.
Our offshore intermediary holding entities, in turn, may transfer cash to our PRC subsidiaries through capital injections and intra-group
loans. Similarly, our PRC subsidiaries may in turn transfer cash to their respective subsidiaries in the PRC through capital injections
and intra-group loans. Cash may also be transferred through our organization by way of intra-group transactions. If our wholly owned subsidiaries
in the PRC realize accumulated after-tax profits, they may, upon satisfaction of relevant statutory conditions and procedures, pay dividends
or distribute earnings to our offshore intermediary holding entities, which, in turn, may transfer cash to the Parent through dividends
or other distributions. With necessary funds, the Parent may pay dividends or make other distributions to U.S. investors and service any
debt it may have incurred outside of the PRC. No assets other than cash were transferred between the Parent and a subsidiary, no subsidiaries
paid dividends or made other distributions to the Parent, and no dividends or distributions were paid or made to U.S. investors. The Company
and its subsidiaries currently do not have a cash management policy in place. In 2022 and 2023, the Parent transferred cash in the amount
of US$2.3 million and nil, respectively, to our PRC subsidiaries through our offshore intermediary holding entities by way of capital
contribution to the PRC subsidiaries.

 Under PRC laws and regulations,
we are subject to restrictions on foreign exchange and cross-border cash transfers, including to U.S. investors. Our ability to distribute
earnings to the holding company and U.S. investors is also limited. As such, to the extent cash in the business is in the mainland PRC
or Hong Kong or a PRC or Hong Kong entity, the funds may not be available to fund operations or for other use outside of the PRC or Hong
Kong due to restrictions and limitations on the ability of the Company or our subsidiaries by the PRC government to transfer cash. We
are a Delaware holding company and we may rely on dividends and other distributions on equity paid by our PRC subsidiaries for our cash
and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders and service
any debt we may incur. When any of our PRC subsidiaries incurs debt on its own behalf, the instruments governing the debt may restrict
its ability to pay dividends or make other distributions to us. Under PRC laws and regulations, each of our PRC subsidiaries may pay dividends
only out of its respective accumulated profits as determined in accordance with PRC accounting standards and regulations. In addition,
a PRC enterprise is required to set aside at least 10% of its after-tax profits each year, if any, to fund a certain statutory reserve
fund, until the aggregate amount of such fund reaches 50% of its registered capital. At its discretion, a PRC enterprise may allocate
a portion of its after-tax profits based on PRC accounting standards to a staff welfare and bonus fund. These reserve fund and staff welfare
and bonus fund cannot be distributed to us as dividends. In addition, our PRC subsidiaries generate their revenue primarily in Renminbi,
which is not freely convertible into other currencies. As a result, any restriction on currency exchange may limit the ability of our
PRC subsidiaries to pay dividends to us. See "Risk Factor — Risks Related to Doing Business in China — Regulations relating
to offshore investment activities by PRC residents may limit our ability to acquire PRC companies and could adversely affect our business",
"Risk Factors — Risks Related to Doing Business in China — PRC regulation of loans to and direct investment in PRC entities
by offshore holding companies and governmental control of currency conversion may delay or prevent us from using the proceeds of this
offering to make loans or additional capital contributions to our PRC subsidiaries in China, which could materially and adversely affect
our liquidity and our ability to fund and expand our business", "Risk Factors — Risks Related to Doing Business in China
— To the extent cash in the business is in the mainland PRC or Hong Kong or a PRC or Hong Kong entity, the funds may not be available
to fund operations or for other use outside of the PRC or Hong Kong due to interventions in or the imposition of restrictions and limitations
under the PRC laws and regulations."

 Executive Officers
and Directors

 The following table sets
forth certain information concerning our executive officers, key employees, and directors:

 Name

 Age

 Position

 Chief Executive Officer, President and Chairwoman of the Board

 Chief Financial Officer, Director

 Xiangjun Wang

 Heung Ming (Henry) Wong

 Donghong Xiong

 Our executive officers,
including our Chief Executive Officer and Chief Financial Officer, and all of our directors reside within mainland China and/or Hong Kong
or spend significant amounts of time in mainland China and/or Hong Kong. As a result, it may not be possible to effect service of process
upon these persons, to obtain information from such persons necessary for investigations or lawsuits, or to bring lawsuits or enforcement
actions or enforce judgments against such persons. For more information, see "Item 1A. Risk Factors—Risks Related to Doing
Business in China— Certain judgments obtained against us by our shareholders may not be enforceable."

 Available Information

 We file or furnish periodic
reports and amendments thereto, including our Annual Reports on Form 10-K, our Quarterly Reports on Form 10-Q and Current Reports on Form
8-K, proxy statements and other information with the Securities and Exchange Commission (" SEC "). In addition, the SEC
maintains a website (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that
file electronically. Our website is located at baiyuglobal.com, and our reports, amendments thereto, proxy statements and other information
are also made available, free of charge, on our website at baiyuglobal.com as soon as reasonably practicable after we electronically file
or furnish such information with the SEC. The information posted on our website is not incorporated by reference into this Annual Report
on Form 10-K.

 Item 1A. RISK FACTORS

 You should carefully
consider the following material risk factors and other information in this report. All the operational risks associated with being based
in and having operations in mainland China also apply to our operations in Hong Kong. With respect to the legal risks associated with
being based in and having operations in China as discussed in relevant risk factors, the laws, regulations and the discretion of China
governmental authorities discussed in this annual report are expected to apply to PRC entities and businesses, rather than entities or
businesses in Hong Kong which operate under a different set of laws from mainland China. If any of the following risks actually occur,
our business, financial condition, results of operations and prospects for growth could be seriously impacted. As a result, the trading
price, if any, of our Common Stock could decline and you could lose part or all of your investment.

 Summary of Risk Factors

 The following summary description sets forth an
overview of the material risks we are exposed to in the normal course of our business activities. The summary does not purport to be complete
and is qualified in its entirety by reference to the full risk factor discussion immediately following this summary description. We encourage
you to read the full risk factor discussion carefully. Our business, results of operations and financial condition could be materially
and adversely affected by any of the following material risks. For details of each of these bulleted risk factors, please see discussions
below under the same subheadings:

 Risks Related to Doing Business in China
 (for a more detailed discussion, see "Risk Factors — Risks Related to Doing Business in China"
beginning on page 33 of this report)

 We face risks and uncertainties relating to doing
business in China in general, including, but not limited to, the following:

 We are a Delaware holding company that conducts its operations and operates its business in China through its PRC subsidiaries and variable interest entity. The Chinese regulatory authorities may disallow our holding structure or exert further control over our activities.

 If the PRC government deems that the contractual arrangements in relation to the VIE do not comply with PRC regulations on foreign investment, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to penalties, or be forced to relinquish our interests in the operations of the VIE, which would materially and adversely affect our business, financial results, trading prices of our common stock.

 The contractual arrangements with the VIE and its shareholder may be less effective than direct ownership in providing operational control.

 We face uncertainty with respect to the enforceability of the contractual arrangements with the VIE and its shareholder, and any failure by the VIE or its shareholder to perform their obligations under our contractual arrangements with them would have a material adverse effect on our business.

 Changes in China's economic, political or social conditions or government policies could have a material adverse effect on our business and operations.

 A severe or prolonged downturn in the global or Chinese economy could materially and adversely affect our business and our financial condition.

 Fluctuations in exchange rates could have a material and adverse effect on our results of operations and the value of your investment.

 U.S. regulatory bodies may be limited in their ability to conduct investigations or inspections of our operations in China.

 The PRC government's significant oversight and discretion over our business operation could result in a material adverse change in our operations and the value of our common stock.

 The PRC government has the ability to exert substantial supervision over any offering or listing of securities conducted overseas and/or foreign investment in China-based issuers, and, as a result, may limit or completely hinder our ability to offer or continue to offer securities to investors, and may cause the value of such securities to significantly decline or be worthless.

 The Holding Foreign Companies Accountable Act, recent regulatory actions taken by the SEC and PCAOB, and proposed rule changes submitted by U.S. stock exchanges calling for additional and more stringent criteria to be applied to China-based public companies could add uncertainties to our capital raising activities and compliance costs.

 We are subject to a variety of laws and regulations regarding cybersecurity and data protection, and any failure to comply with applicable laws and regulations, including improper use or appropriation of personal information provided directly or indirectly by our customers or end users, could have a material adverse effect on our business, financial condition and results of operations.

 Regulatory uncertainties relating to, or failure to comply with, anti-monopoly and competition laws could adversely affect our business, financial condition, or operating results.

 Certain judgments obtained against us by our shareholders may not be enforceable.

 Uncertainties with respect to the PRC legal system, including uncertainties regarding the interpretation and enforcement of laws, and sudden or unexpected changes of PRC laws and regulations with little advance notice could adversely affect us and limit the legal protections available to you and us, and the Chinese government may exert more oversight and control over offerings that are conducted overseas, which changes could materially hinder our ability to offer or continue to offer our securities, and cause the value of our securities to significantly decline or become worthless.

 The failure to comply with PRC regulations relating to mergers and acquisitions of domestic enterprises by offshore Special Purpose Vehicle (SPV) may subject us to severe fines or penalties and create other regulatory uncertainties regarding our corporate structure.

 Regulations relating to offshore investment activities by PRC residents may limit our ability to acquire PRC companies and could adversely affect our business.

 PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay or prevent us from using the proceeds from our subsequent offerings to make loans or additional capital contributions to our PRC subsidiaries in China, which could materially and adversely affect our liquidity and our ability to fund and expand our business.

 To the extent cash in the business is in
the mainland PRC or Hong Kong or a PRC or Hong Kong entity, the funds may not be available to fund operations or for other use outside
of the PRC or Hong Kong due to interventions in or the imposition of restrictions and limitations under the PRC laws and regulations.

 If we are classified as a PRC resident enterprise for PRC income tax purposes, such classification could result in unfavorable tax consequences to us and our non-PRC shareholders.

 Risk Factors Related to Our Business and
Industry (for a more detailed discussion, see "Risk Factors — Risk Factors Related to Our Business
and Industry" beginning on page 49 of this report)

 Risks and uncertainties related to our business
and industry include, but are not limited to, the following:

 There is no assurance that we will be able to manage the commodities trading business effectively.

 Investment in our new line of business could disrupt the Company's ongoing business and present risks not originally contemplated.

 We may not be able to ensure the successful implementation of our strategy to diversify our businesses.

 Our success depends substantially upon the continued retention of our senior management.

 Our business depends on adequate supply and availability of nonferrous metal commodities.

 A decline in our key business sectors or a reduction in consumer demand generally could have a material adverse effect on our business.

 We operate in a business that is cyclical
and where demand can be volatile, which could have a material adverse effect on our business, financial condition or results of operations.

 Risk Factors Related to Our General Operations (for
a more detailed discussion, see "Risk Factors — Risk Factors Related to Our General Operations" beginning
on page 50 of this report)

 Risks related to our general operations include,
but are not limited to, the following:

 The current geographic concentration where we provide services creates an exposure to local economies, regional downturns or severe weather or catastrophic occurrences that may materially adversely affect our financial condition and results of operations.

 Our failure to maintain a reputation of integrity and to otherwise maintain and enhance our brand could adversely affect our business and results of operations.

 Failure to adequately protect our intellectual property, technology and confidential information could harm our business and operating results.

 We may be subject to claims asserting that our employees, consultants or advisors have wrongfully used or disclosed alleged trade secrets of their current or former employees or claims asserting ownership of what we regard as our own intellectual property.

 We may in the future be subject to intellectual property disputes, which are costly to defend and could harm our business and operating results.

 We may be subject to legal proceedings in the ordinary course of our business. If the outcomes of these proceedings are adverse to us, they could have a material adverse effect on our business, results of operations and financial condition.

 Failure to comply with the United States
Foreign Corrupt Practices Act could subject us to penalties and other adverse consequences.

 Risks Related to Ownership of our Common
Stock (for a more detailed discussion, see "Risk Factors — Risks Related to Ownership
of our Common Stock " beginning on page 53 of this report)

 We may not meet certain of Nasdaq Capital Market's continued listing requirements and other Nasdaq rules. If we are unable to regain compliance, we are likely to be delisted. Delisting could negatively affect the price of our common stock, which could make it more difficult for us to sell securities in a future financing or for you to sell our common stock.

 We do not expect to declare or pay dividends in the foreseeable future.

 Future issuances of our common stock or securities convertible into, or exercisable or exchangeable for, our common stock ("Securities"), or the expiration of lock-up agreements that restrict the issuance of new common stock or the trading of outstanding common stock, could cause the market price of our common stock to decline and would result in the dilution of your holdings.

 Our common stock may be thinly traded and our stockholders may be unable to sell at or near ask prices or at all if they need to sell their shares to raise money or otherwise desire to liquidate their shares.

 Volatility in our common stock price may subject us to securities litigation.

 Provisions in our by-laws and Delaware laws might discourage, delay or prevent a change of control of our Company or changes in our management and, therefore, depress the trading price of our common stock.

 We have identified material weaknesses in our internal control over financial reporting, and we cannot provide assurances that these weaknesses will be effectively remediated or that additional material weaknesses will not occur in the future. If our internal control over financial reporting or our disclosure controls and procedures are not effective, we may not be able to accurately report our financial results, prevent fraud or file our periodic reports in a timely manner, which may cause investors to lose confidence in our reported financial information and which may lead to a decline in our stock price.

 General Risk
Factors (for a more detailed discussion, see "Risk Factors — General Risk Factors"
beginning on page 56 of this report)

 General risk factors include, but are not limited
to, the following:

 Our business, results of operations and financial condition may be adversely affected by global public health epidemics, including the strain of coronavirus known as COVID-19.

 The elimination of monetary liability against our directors, officers and employees under our certificate of incorporation and the existence of indemnification of our directors, officers and employees under Delaware law may result in substantial expenditures by us and may discourage lawsuits against our directors, officers and employees.

 We expect that we will require additional debt and equity capital to pursue our business objectives and respond to business opportunities, challenges and/or unforeseen circumstances. If such capital is not available to us, or is not available on favorable terms, our business, operating results and financial condition may be harmed.

 Increasing scrutiny and changing expectations from investors, lenders, customers, and other market participants with respect to our Environmental, Social and Governance ("ESG") policies and activities may impose additional costs on us or expose us to additional risks.

 Our business could be negatively impacted by the inflationary pressures which may decrease our operating margins and increase working capital investments required to operate our business.

 Our information systems or data, or those of our service providers or customers or users could be subject to cyber-attacks or other security incidents, which could result in data breaches, intellectual property theft, claims, litigation, regulatory investigations, significant liability, reputational damage and other adverse consequences.

 Risks Related to Doing Business in China

 We
are a Delaware holding company that conducts its operations and operates its business in China through its PRC subsidiaries and variable
interest entity. The Chinese regulatory authorities may disallow our holding structure or exert further control over our activities.

 We are
not a Chinese operating company; instead, we are a Delaware holding company that conducts our operations and operates its business
in China through our PRC subsidiaries and variable interest entity. Such structure involves unique risks to our investors. The
Chinese government may disallow the Company's current holding structure or determine that the contractual arrangements
constituting part of the VIE are not compliant with PRC regulations, or that regulations could be changed or interpreted
differently in the future, each of which could result in a material change in our operations and materially and adversely affect the
value of shares of our common stock or our other securities and could cause the value of our shares or other securities to
significantly decline or become worthless. Should the PRC government determine that the VIE structure is inconsistent with the
laws and regulations of China, it may result in our inability to assert contractual control over the assets of our PRC
subsidiaries or the VIE that conduct all or substantially all our operations.

 Furthermore, the Chinese regulatory authorities may
intervene in or influence the operation of PRC subsidiaries and exercise significant oversight and discretion over the conduct of their
business or may exert more control over offerings conducted overseas by, and/or foreign investment in, China-based issuers, which could
result in a material change in our operations and/or the value of our common stock. Further, rules and regulations in China may be changed
from time to time, and any actions by the Chinese government to exert more oversight and supervision over offerings that are conducted
overseas by, and/or foreign investment in, China-based issuers could significantly limit or completely hinder our ability to offer or
continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

 If
the PRC government deems that the contractual arrangements in relation to the VIE do not comply with PRC regulations on foreign investment,
or if these regulations or the interpretation of existing regulations change in the future, we could be subject to penalties, or be forced
to relinquish our interests in the operations of the VIE, which would materially and adversely affect our business, financial results,
trading prices of our common stock.

 We have entered into
certain contractual arrangements with a variable interest entity, Tongdow Internet Technology, which contracts consist of (i) the Exclusive
Business Cooperation Agreement, (ii) the Share Pledge Agreement, (iii) the Exclusive Option Agreement, (iv) the POA, and (v) the Reporting
Agreement. See "Our Company — Our Business — VIE Agreements."

 BAIYU
and its shareholders do not own any equity interests in Tongdow Internet Technology. The VIE contractual arrangements with Tongdow Internet
Technology and its equity holder enable BAIYU to consolidate the financial statements of the VIE and its subsidiaries under U.S.
GAAP and to be regarded as the primary beneficiary of the VIEs for accounting purposes, and enable us to obtain substantially all
of the economic benefits arising from Tongdow Internet Technology. Although we believe the structure we have adopted is consistent with
longstanding industry practice, the PRC government may not agree that these arrangements comply with PRC licensing, registration or other
regulatory requirements, with existing policies or with requirements or policies that may be adopted in the future.

 If
we or Tongdow Internet Technology are found to be in violation of any existing or future PRC laws, rules or regulations, or fail to
obtain or maintain any of the required permits or approvals, we could be subject to severe penalties. The relevant PRC regulatory
authorities would have broad discretion to take action in dealing with these violations or failures, including revoking the business
and operating licenses of our PRC subsidiary or Tongdow Internet Technology, requiring us to discontinue or restrict our operations,
restricting our right to collect revenue, blocking one or more of our websites, requiring us to restructure our operations or
taking other regulatory or enforcement actions against us. The imposition of any of these measures could result in a material
adverse effect on our ability to conduct all or any portion of our business operations. In addition, it is unclear what impact the
PRC government actions would have on us and on our ability to consolidate the financial results of Tongdow Internet Technology in
our consolidated financial statements, if the PRC government authorities were to find our legal structure and contractual
arrangements to be in violation of PRC laws, rules and regulations. If the imposition of any of these government actions causes us
to lose our right to direct the activities of Tongdow Internet Technology or otherwise separate from the entity and if we are not
able to restructure our ownership structure and operations in a satisfactory manner, we would no longer be able to consolidate the
financial results of Tongdow Internet Technology in our consolidated financial statements. Any of these events would have a material
adverse effect on our business, financial condition and results of operations.

 The
contractual arrangements with the VIE and its shareholder may be less effective than direct ownership in providing operational control.

 We
have relied and expect to continue to rely on contractual arrangements with the VIE and its shareholder to conduct our operations in China.
These contractual arrangements, however, may be less effective than direct ownership in providing us with operational control over the
VIE. For instance, the VIE and its shareholder could breach their contractual arrangements with us by, among other things, failing to
conduct the operations of the VIE in an acceptable manner or taking other actions that are detrimental to our interests.

 If
we had direct ownership of the VIE in China, we would be able to exercise our rights as a shareholder to effect changes in the board of
directors of the VIE, which in turn could implement changes, subject to any applicable fiduciary obligations, at the management and operational
level. However, under the current contractual arrangements, we rely on the performance by the VIE and its shareholder of their obligations
under the contracts to direct the VIE's activities. The shareholder of the VIE may not act in the best interests of our company
or may not perform its obligations under these contracts. If any dispute relating to these contracts remains unresolved, we will have
to enforce our rights under these contracts through the operations of PRC law and arbitration, litigation and other legal proceedings
and therefore will be subject to uncertainties in the PRC legal system. See "— We face uncertainty with respect to the enforceability
of the contractual arrangements with the VIE and its shareholder, and any failure by the VIE or its shareholder to perform their obligations
under our contractual arrangements with them would have a material and adverse effect on our business."

 We face
uncertainty with respect to the enforceability of the contractual arrangements with the VIE and its shareholder, and any failure by the
VIE or its shareholder to perform their obligations under our contractual arrangements with them would have a material adverse effect
on our business.

 If the
VIE or its shareholder fail to perform their respective obligations under the contractual arrangements, we may have to incur
substantial costs and expend additional resources to enforce such arrangements. We may also have to rely on legal remedies under PRC
law, including seeking specific performance or injunctive relief, and contractual remedies, which we cannot assure you will
be sufficient or effective under PRC law. For instance, if the shareholder of the VIE were to refuse to transfer its equity
interests in the VIE to us or our designee if we exercise the purchase option pursuant to these contractual arrangements, or if they
were otherwise to act in bad faith toward us, then we may have to take legal actions to compel them to perform their contractual
obligations. In addition, if any third parties claim any interest in such shareholder's equity interests in the VIE, our
ability to exercise shareholder's rights or foreclose the share pledge according to the contractual arrangements may be
impaired. If these or other disputes between the shareholder of the VIE and third parties were to impair our contractual control
over the VIE, our ability to consolidate the financial results of the VIE would be affected, which would in turn result in a
material adverse effect our business, operations and financial condition.

 All the
agreements under our contractual arrangements with the VIE are governed by PRC law and provide for the resolution of disputes through
arbitration in China. Accordingly, these contracts would be interpreted in accordance with PRC law and any disputes would be resolved
in accordance with PRC legal procedures. As of the date of this report, the agreements under the contractual arrangements with the VIE
have not been tested in a court of law. However, uncertainties in the PRC legal system could limit our ability to enforce these contractual
arrangements. Meanwhile, there are very few precedents and little formal guidance as to how contractual arrangements in the context of
a consolidated variable interest entity should be interpreted or enforced under PRC law. There remain significant uncertainties regarding
the ultimate outcome of such arbitration should legal action become necessary. In addition, under PRC law, rulings by arbitrators are
final, parties cannot appeal the arbitration results in courts, and if the losing parties fail to carry out the arbitration awards within
a prescribed time limit, the prevailing parties may only enforce the arbitration awards in PRC courts through arbitration award recognition
proceedings, which would require additional expenses and delay. In the event we are unable to enforce these contractual arrangements,
or if we suffer significant delay or other obstacles in the process of enforcing these contractual arrangements, we may not be able to
exert effective contractual control over the VIE, and our ability to conduct our business may be negatively affected. See "—
Risks Related to Doing Business in China — Uncertainties with respect to the PRC legal system, including uncertainties regarding
the interpretation and enforcement of laws, and sudden or unexpected changes of PRC laws and regulations with little advance notice could
adversely affect us and limit the legal protections available to you and us, and the Chinese government may exert more oversight and control
over offerings that are conducted overseas, which changes could materially hinder our ability to offer or continue to offer our securities,
and cause the value of our securities to significantly decline or become worthless."

 Changes in China's economic, political
or social conditions or government policies could have a material adverse effect on our business and operations.

 Substantially all of our assets and
operations are located in the PRC. Accordingly, our business, financial condition, results of operations and prospects may be
influenced to a significant degree by political, economic and social conditions in the PRC generally. The Chinese economy differs
from the economies of most developed countries in many respects, including the level of government involvement, development, growth
rate, management of foreign exchange and allocation of resources. Although the Chinese government has implemented measures
emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets, and the
establishment of improved corporate governance in business enterprises, a substantial portion of productive assets in the PRC is
still owned by the government. In addition, the Chinese government continues to play a significant role in regulating industry
development by imposing industrial policies. The Chinese government also exercises significant regulation over the PRC's
economic growth through allocating resources, managing payment of foreign currency-denominated obligations, setting monetary policy
and providing preferential treatment to particular industries or companies.

 While the Chinese economy has experienced significant
growth over past decades, growth has been uneven, both geographically and among various sectors of the economy. Any adverse changes in
economic conditions in the PRC, in the policies of the Chinese government or in the laws and regulations in the PRC could have a material
adverse effect on the overall economic growth of the PRC. Such developments could adversely affect our business and operating results,
lead to a reduction in demand for our services and adversely affect our competitive position. The Chinese government has implemented various
measures to encourage economic growth and guide the allocation of resources. Some of these measures may benefit the overall Chinese economy,
but may have a negative effect on us. For example, our financial condition and results of operations may be adversely affected by government
management over capital investments or changes in tax regulations. In addition, in the past the Chinese government has implemented certain
measures, including interest rate adjustment, to adjust the pace of economic growth. These measures may cause decreased economic activity
in the PRC, which may adversely affect our business and operating results.

 A severe or prolonged downturn in the global
or Chinese economy could materially and adversely affect our business and our financial condition.

 Although the Chinese economy has grown steadily
in the past decade, there is considerable uncertainty over the long-term effects of the expansionary monetary and fiscal policies adopted
by the People's Bank of China and financial authorities of some of the world's leading economies, including the United States
and China. There have been concerns over unrest and terrorist threats in the Middle East, Europe and Africa, which have resulted in volatility
in oil and other markets. There have also been concerns on the relationship among China and other Asian countries, which may result in
or intensify potential conflicts in relation to territorial disputes. Economic conditions in China are sensitive to global economic conditions,
as well as changes in domestic economic and political policies and the expected or perceived overall economic growth rate in China. Any
severe or prolonged slowdown in the global or Chinese economy may materially and adversely affect our business, results of operations
and financial condition.

 Fluctuations in exchange rates could have a
material and adverse effect on our results of operations and the value of your investment.

 The value of the Renminbi against the U.S.
dollar and other currencies may fluctuate and is affected by, among other things, changes in political and economic conditions and
the foreign exchange policy adopted by the PRC government. It is difficult to predict how long such appreciation of Renminbi against
the U.S. dollar may last and when and how the relationship between the Renminbi and the U.S. dollar may change again. All of
our revenues and substantially all of our costs are denominated in Renminbi. We are a Delaware holding company and we may rely on
dividends and other distributions on equity paid by our PRC subsidiaries for our cash and financing requirements, including the
funds necessary to pay dividends and other cash distributions to our shareholders and service any debt we may incur. Any significant
revaluation of Renminbi may materially and adversely affect our results of operations and financial position reported in Renminbi
when translated into U.S. dollars, and the value of, and any dividends payable on, the common stock in U.S. dollars. To the extent
that we need to convert U.S. dollars into Renminbi for our operations, appreciation of the Renminbi against the U.S. dollar would
have an adverse effect on the Renminbi amount we would receive. Conversely, if we decide to convert our Renminbi into U.S. dollars
for the purpose of making payments for dividends on our common stock or for other business purposes, appreciation of the U.S. dollar
against the Renminbi would have a negative effect on the U.S. dollar amount.

 U.S. regulatory bodies may be limited in their
ability to conduct investigations or inspections of our operations in China.

 Any disclosure of documents or information located
in China by foreign agencies may be subject to jurisdiction constraints and must comply with China's state secrecy laws, which broadly
define the scope of "state secrets" to include matters involving economic interests and technologies. There is no guarantee
that requests from U.S. federal or state regulators or agencies to investigate or inspect our operations will be honored by us, by entities
who provide services to us or with whom we associate, without violating PRC legal requirements, especially as those entities are located
in China. Furthermore, under the current PRC laws, an on-site inspection of our facilities by any of these regulators may be limited or
prohibited.

 The PRC government's significant oversight
and discretion over our business operation could result in a material adverse change in our operations and the value of our common stock.

 We conduct our business primarily through our
PRC subsidiaries. Our operations in China are governed by PRC laws and regulations. The PRC government has significant oversight and discretion
over the conduct of our business, and it may influence our operations, which could result in a material adverse change in our operation,
and our shares of stock may decline in value or become worthless. Also, the PRC government has recently indicated an intent to exert more
oversight and supervision over offerings that are conducted overseas and foreign investment in China-based issuers. Any such action could
significantly limit or completely hinder our ability to offer or continue to offer securities to investors. In addition, implementation
of industry-wide regulations directly targeting our industry or our operations could cause the value of our securities to significantly
decline. Therefore, investors of our company and our business face PRC regulatory uncertainty that may materially and adversely affect
our business and operations and the value of our shares.

 The PRC government has the ability to exert
substantial supervision over any offering or listing of securities conducted overseas and/or foreign investment in China-based issuers,
and, as a result, may limit or completely hinder our ability to offer or continue to offer securities to investors, and may cause the
value of such securities to significantly decline or be worthless.

 The PRC government recently initiated a
series of regulatory actions and statements to regulate business operations in China, including cracking down on illegal activities
in the securities market, enhancing supervision over China-based companies listed overseas using the variable interest entity
structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly
enforcement.

 On February 17, 2023, the CSRC released the Trial
Administrative Measures for Administration of Overseas Securities Offerings and Listings by Domestic Companies (the "Trial Measures")
and five supporting guidelines, which came into effect on March 31, 2023. Pursuant to the Trial Measures, subsequent securities offerings
of an issuer in the same overseas market where it has previously offered and listed securities shall be filed with the CSRC within
three (3) working days after the offering is completed, which may subject us to additional compliance requirements in the future, and
we cannot assure you that we will be able to get the clearance of filing procedures under the Trial Measures on a timely basis, or at
all. If a domestic company fails to complete the filing procedures or conceals any material fact or falsifies any major content in its
filing documents, such domestic company may be subject to administrative penalties by the CSRC, such as order to rectify, warnings, fines,
and its controlling shareholders, actual controllers, the person directly in charge and other directly liable persons may also be subject
to administrative penalties, such as warnings and fines.

 As of the date of this report, none of the Company,
our PRC subsidiaries, have received any filing or compliance requirements from CSRC for the listing at Nasdaq and all of its overseas
offerings. As the Trial Measures were only enacted recently, there remains uncertainty as to the interpretation and implementation
of the Trial Measures and the supporting guidelines, including but not limited to the interpretation of the concept "substance over
form", as well as other PRC regulatory requirements related to overseas securities offerings and other capital markets activities;
thus, we cannot assure you that the relevant Chinese regulatory authorities, including the CSRC, would reach the same conclusion as us.

 On February 24, 2023, the CSRC and other PRC governmental
authorities jointly issued the revised Provisions on Strengthening Confidentiality and Archives Administration of Overseas Securities
Offering and Listing by Domestic Companies (the "Revised Confidentiality Provisions"), which came into effect on March 31,
2023. According to the Revised Confidentiality Provisions, Chinese companies that directly or indirectly conduct overseas offerings and
listings, shall strictly abide by the laws and regulations on confidentiality when providing or publicly disclosing, either directly or
through their overseas listed entities, materials to securities services providers. In the event such materials contain state secrets
or working secrets of government agencies, the Chinese companies shall first obtain approval from authorities, and file with the secrecy
administrative department at the same level with the approving authority; in the event that such materials, if divulged, will jeopardize
national security or public interest, the Chinese companies shall comply with procedures stipulated by national regulations. The Chinese
companies shall also provide a written statement of the specific sensitive information provided when providing materials to securities
service providers, and such written statements shall be retained for inspection. As the Revised Confidentiality Provisions were recently
promulgated, their interpretation and implementation remain substantially uncertain.

 As of the date of this report, we have not
received any inquiry, notice, warning, or sanctions from CSRC or other Chinese governmental authorities. If the CSRC or other PRC
governmental authorities later promulgate new rules or interpretations requiring that we obtain their approval for future offerings
or listings outside of mainland China or for foreign investments in our securities, we may be unable to obtain such approvals in a
timely manner, or at all. Any such circumstance could significantly or completely limit our ability to raise capital through
securities offerings, hinder our ability to execute strategic plans in a timely manner or at all, and could cause the value of our
securities to significantly decline.

 The Holding Foreign Companies Accountable Act,
recent regulatory actions taken by the SEC and PCAOB, and proposed rule changes submitted by U.S. stock exchanges calling for additional
and more stringent criteria to be applied to China-based public companies could add uncertainties to our capital raising activities and
compliance costs.

 Pursuant to the Holding Foreign Companies Accountable
Act (the " HFCAA "), if the Public Company Accounting Oversight Board (the " PCAOB "), is unable to
inspect an issuer's auditors for three consecutive years, the issuer's securities are prohibited to trade on a U.S. stock
exchange. The PCAOB issued a Determination Report on December 16, 2021 which found that the PCAOB is unable to inspect or investigate
completely registered public accounting firms headquartered in: (1) mainland China of the People's Republic of China because of
a position taken by one or more authorities in mainland China; and (2) Hong Kong, a Special Administrative Region and dependency of the
PRC, because of a position taken by one or more authorities in Hong Kong. Furthermore, the PCAOB's report identified the specific
registered public accounting firms which are subject to these determinations. On June 22, 2021, the U.S. Senate passed the Accelerating
Holding Foreign Companies Accountable Act, and on December 29, 2022, legislation entitled "Consolidated Appropriations Act, 2023"
(the " Consolidated Appropriations Act ") was signed into law by President Biden, which contained, among other things,
an identical provision to the Accelerating Holding Foreign Companies Accountable Act and amended the HFCAA by requiring the SEC to prohibit
an issuer's securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive
years instead of three, thus reducing the time period for triggering the prohibition on trading. On August 26, 2022, the PCAOB announced
that it had signed a SOP with the CSRC and the Ministry of Finance of China. The SOP Agreements establishes a specific, accountable framework
to make possible complete inspections and investigations by the PCAOB of audit firms based in mainland China and Hong Kong, as required
under U.S. law. On December 15, 2022, the PCAOB announced that it was able to secure complete access to inspect and investigate PCAOB-registered
public accounting firms headquartered in mainland China and Hong Kong completely in 2022. The PCAOB Board vacated its previous 2021 determinations
that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and
Hong Kong. However, whether the PCAOB will continue to be able to satisfactorily conduct inspections of PCAOB-registered public accounting
firms headquartered in mainland China and Hong Kong is subject to uncertainties and depends on a number of factors out of our and our
auditor's control. The PCAOB continues to demand complete access in mainland China and Hong Kong moving forward and is making plans
to resume regular inspections in early 2023 and beyond, as well as to continue pursuing ongoing investigations and initiate new investigations
as needed. The PCAOB has also indicated that it will act immediately to consider the need to issue new determinations with the HFCAA if
needed.

 Each of Audit Alliance LLP, our previous
auditor, and Enrome LLP, our current auditor, is based in Singapore and is registered with PCAOB and subject to PCAOB inspection. As
of the date of this report, neither Audit Alliance LLP, our previous auditor, nor Enrome LLP, our current auditor, is based subject
to the determinations as to inability to inspect or investigate completely as announced by the PCAOB on December 16, 2021.
However, we cannot assure you whether Nasdaq or regulatory authorities would not apply additional and more stringent criteria
to us after considering the effectiveness of our auditor's audit procedures and quality control procedures, adequacy of
personnel and training, or sufficiency of resources, geographic reach or experience as it relates to the audit of our financial
statements.

 We are subject to a variety of laws and regulations
regarding cybersecurity and data protection, and any failure to comply with applicable laws and regulations, including improper use or
appropriation of personal information provided directly or indirectly by our customers or end users, could have a material adverse effect
on our business, financial condition and results of operations.

 In China, regulatory authorities have implemented
and may implement further legislative and regulatory proposals concerning cybersecurity, information security, privacy, and data protection.
New laws and regulations may be introduced, or existing ones may be interpreted or applied in ways that are uncertain or change over time.
Non-compliance with these regulations could result in penalties or significant legal liabilities. On November 7, 2016, the Standing
Committee of the National People's Congress of the PRC issued the Cyber Security Law of the PRC, or Cyber Security Law, which became
effective on June 1, 2017. Pursuant to the Cyber Security Law, network operators must not collect users' personal information
without their consent and may only collect users' personal information necessary to the provision of services. Providers are also
obliged to provide security maintenance for their products and services and shall comply with provisions regarding the protection of personal
information as stipulated under the relevant laws and regulations. The Civil Code of the PRC (issued by the National People's Congress
of the PRC on May 28, 2020 and effective from January 1, 2021) provides the main legal basis for privacy and personal information
infringement claims under PRC civil law.

 PRC regulators, including the CAC, the Ministry
of Industry and Information Technology, and the Ministry of Public Security, have been increasingly focused on regulation in areas of
data security and data protection. The PRC regulatory requirements regarding cybersecurity are constantly evolving. For instance, various
PRC regulatory bodies, including the CAC, the Ministry of Public Security and the State Administration for Market Regulation (the " SAMR "),
have enforced data privacy and protection laws and regulations with varying and evolving standards and interpretations. In addition, certain
internet platforms in mainland China have reportedly been subject to heightened regulatory scrutiny in relation to cybersecurity matters.

 In April 2020, the PRC government
promulgated the Cybersecurity Review Measures (the " 2020 Cybersecurity Review Measures "), which came into effect
on June 1, 2020. In July 2021, the CAC and other related authorities released a draft amendment to the 2020 Cybersecurity
Review Measures for public comments. On December 28, 2021, the PRC government promulgated amended Cybersecurity Review Measures
(the " 2022 Cybersecurity Review Measures "), which came into effect and replaced the 2020 Cybersecurity Review
Measures on February 15, 2022. Compared with the 2020 Cybersecurity Review Measures, the 2022 Cybersecurity Review Measures
contain the following key changes: (i) internet platform operators who are engaged in data processing are also subject to the
regulatory scope; (ii) the CSRC is included as one of the regulatory authorities for purposes of jointly establishing the state
cybersecurity review mechanism; (iii) internet platform operators holding personal information of more than one million users
and seeking to have their securities list on a stock exchange in a foreign country shall file for cybersecurity review with the
Cybersecurity Review Office; (iv) the risks of core data, material data or large amounts of personal information being stolen,
leaked, destroyed, damaged, illegally used or illegally transmitted to overseas parties and the risks of critical information
infrastructure, core data, material data or large amounts of personal information being influenced, controlled or used maliciously
by foreign governments and any cybersecurity risk after a company's listing on a stock exchange shall be collectively taken
into consideration during the cybersecurity review process; and (v) critical information infrastructure operators and internet
platform operators covered by the 2022 Cybersecurity Review Measures shall take measures to prevent and mitigate cybersecurity risks
in accordance with the requirements therein. According to the 2022 Cybersecurity Review Measures, (i) critical information
infrastructure operators that purchase network products and services and internet platform operators that conduct data processing
activities shall be subject to cybersecurity review in accordance with the 2022 Cybersecurity Review Measures if such activities
affect or may affect national security; and (ii) internet platform operators holding personal information of more than one
million users and seeking to have their securities list on a stock exchange in a foreign country shall file for cybersecurity review
with the Cybersecurity Review Office. Under the Regulation on Protecting the Security of Critical Information Infrastructure
promulgated by the State Council on July 30, 2021, effective September 1, 2021, "critical information
infrastructure" is defined as important network facilities and information systems in important industries and fields, such as
public telecommunication and information services, energy, transportation, water conservancy, finance, public
services, e-government and national defense, science, technology and industry, as well as other important network
facilities and information systems that, in case of destruction, loss of function or leak of data, may severely damage national
security, the national economy and the people's livelihood and public interests. And the PRC competent authorities shall be
responsible for organizing the determination of critical information infrastructure in the industry and field concerned according to
the determination rules, and inform the critical information infrastructure operators of the determination results in a timely
manner and notify the public security department under the State Council of the same. As of the date of this report, neither we nor
any of our PRC subsidiaries has been informed by any PRC governmental authority that we or any of our PRC subsidiaries is a
"critical information infrastructure operator." Based on the opinion of our PRC counsel, Tahota (Beijing) Law Firm,
according to its interpretation of the currently in-effect PRC laws and regulations, neither we nor any of our PRC subsidiaries
qualify as a critical information infrastructure operator. As of the date of this report, neither we nor any of our PRC subsidiaries
have conducted any data processing activities that affected or may affect national security, or hold personal information of more
than one million users.

 On November 14, 2021, the CAC released
the draft Administrative Regulation on Network Data Security for public comments through December 13, 2021 (the " Draft
Regulation on Network Data Security "). Under the Draft Regulation on Network Data Security, (i) data processors,
i.e., individuals and organizations who can decide on the purpose and method of their data processing activities at their own
discretion, that process personal information of more than one million individuals shall apply for cybersecurity review before
listing in a foreign country; (ii) foreign-listed data processors shall carry out annual data security evaluation and submit
the evaluation report to the municipal cyberspace administration authority; and (iii) where the data processor undergoes
merger, reorganization and subdivision that involves important data and personal information of more than one million individuals,
the recipient of the data shall report the transaction to the in-charge authority at the municipal level.

 As of the date of this report, neither we nor
any of our PRC subsidiaries has been required by any PRC governmental authority to apply for cybersecurity review, nor have we or any
of our PRC subsidiaries received any inquiry, notice, warning, sanction in such respect or been denied permission from any PRC regulatory
authority to list on U.S. exchanges. Based on the opinion of our PRC counsel, Tahota (Beijing) Law Firm, according to its interpretation
of the currently in-effect PRC laws and regulations, neither we nor any of our PRC subsidiaries are subject to the cybersecurity
review, by the CAC under the 2022 Cybersecurity Review Measures with respect to the offering of our securities or the business operations
of our PRC subsidiaries, because neither we nor any of our PRC subsidiaries qualifies as a critical information infrastructure operator
or has conducted any data processing activities that affect or may affect national security or holds personal information of more than
one million users. However, as PRC governmental authorities have significant discretion in interpreting and implementing statutory provisions
and there remains significant uncertainty in the interpretation and enforcement of relevant PRC cybersecurity laws and regulations if
the PRC regulatory authorities take a position contrary to ours, we cannot assure you that we or any of our PRC subsidiaries will not
be deemed to be subject to PRC cybersecurity review requirements under the 2022 Cybersecurity Review Measures or the Draft Administrative
Regulations (if enacted) as a critical information infrastructure operator or an internet platform operator that is engaged in data processing
activities that affect or may affect national security or holds personal information of more than one million users, nor can we assure
you that we or our PRC subsidiaries would be able to pass such review. If we or any of our PRC subsidiaries fails to receive any requisite
permission or approval from the CAC for the business operations of our PRC subsidiaries, or the waiver for such permission or approval,
in a timely manner, or at all, or inadvertently concludes that such permission or approval is not required, or if applicable laws, regulations
or interpretations change and obligate us to obtain such permission or approvals in the future, we or our PRC subsidiaries may be subject
to fines, suspension of business, website closure, revocation of business licenses or other penalties, as well as reputational damage
or legal proceedings or actions against us, which may have a material adverse effect on our business, financial condition or results of
operations. In addition, we could become subject to enhanced cybersecurity review or investigations launched by PRC regulators in the
future pursuant to new laws, regulations or policies. Any failure or delay in the completion of the cybersecurity review procedures or
any other non-compliance with applicable laws and regulations may result in fines, suspension of business, website closure,
revocation of business licenses or other penalties, as well as reputational damage or legal proceedings or actions against us, which may
have a material adverse effect on our business, financial condition or results of operations.

 On June 10, 2021, the Standing
Committee of the National People's Congress of the PRC, promulgated the PRC Data Security Law, which became effective in
September 2021. The PRC Data Security Law imposes data security and privacy obligations on entities and individuals carrying out
data activities, and introduces a data classification and hierarchical protection system based on the importance of data in economic
and social development and the degree of harm it will cause to national security, public interests or the rights and interests of
individuals or organizations when such data is tampered with, destroyed, leaked or illegally acquired or used. The PRC Data Security
Law also provides for a national security review procedure for data activities that may affect national security and imposes export
restrictions on certain data and information. On August 20, 2021, the Standing Committee of the National People's
Congress promulgated the Personal Information Protection Law, effective November 1, 2021. The Personal Information Protection
Law clarifies the definition of personal information, which excludes information that has been anonymized, and the required
procedures for personal information processing, the obligations of personal information processors, and individuals' personal
information rights and interests. The Personal Information Protection Law provides that, among other things, (i) the processing
of personal information is only permissible under certain circumstances, such as prior consent from the subject individual,
fulfillment of contractual and legal obligations, furtherance of public interests or other circumstances prescribed by laws and
regulations; (ii) the collection of personal information should be conducted in a disciplined manner with as little impact on
individuals' rights and interests as possible; and (iii) excessive collection of personal information is prohibited. In
particular, the Personal Information Protection Law provides that personal information processors should ensure the transparency and
fairness of automated decision-making based on personal information, refrain from offering unreasonably differentiated transaction
terms to different individuals and, when sending commercial promotions or information updates to individuals selected through
automated decision-making, simultaneously offer such individuals an option not based on such individuals' specific
characteristics or a more convenient way for such individuals to turn off such promotions.

 On July 7, 2022, the CAC promulgated
the Measures for the Security Assessment of Outbound Data Transfer, or the Data Transfer Measures, which became effective on
September 1, 2022, pursuant to which, to provide data abroad under any of the following circumstances, a data processor shall
apply to the national cyberspace administration for the security assessment of the outbound data transfer through the local
provincial cyberspace administration: (i) the data processor provides important data abroad; (ii) the critical information
infrastructure operator or the data processor that has processed the personal information of over one million people provides
personal information abroad; (iii) the data processor that has provided the personal information of over 100,000 people or the
sensitive personal information of over 10,000 people cumulatively since January 1 of the previous year provides personal
information abroad; and (iv) any other circumstance where an application for the security assessment of outbound data transfer
is required by the national cyberspace administration. As of the date of this report, the data collected and generated in our
business does not have a bearing on national security, economic operation, social stability, public health and security, among
others, and thus may not be classified as important data by the authorities, and, neither we nor any of our PRC subsidiaries have
ever provided any personal information collected and generated in the operations within the territory of the PRC to overseas
recipients. Given the abovementioned facts and based on the opinion of our PRC legal counsel, Tahota (Beijing) Law Firm, according
to its interpretation of the currently in-effect PRC laws and regulations, we or any of our PRC subsidiaries is engaged in
any activity that is subject to security assessment as outlined in the Data Transfer Measures. However, as PRC governmental
authorities have significant discretion in interpreting and implementing statutory provisions and there remains significant
uncertainty in the interpretation and enforcement of relevant PRC data security laws and regulations if the PRC regulatory
authorities take a position contrary to ours, we cannot assure you that the activities we or any of our PRC subsidiaries engaging in
will not be deemed to be subject to PRC security assessment as stipulated in the Data Transfer Measures in the future, nor can we
assure you that we or our PRC subsidiaries would be able to pass such assessment. The promulgation of the above-mentioned laws and
regulations indicates heightened regulatory scrutiny from PRC regulatory authorities in areas such as data security and personal
information protection.

 As uncertainties remain regarding the interpretation
and implementation of these laws and regulations, we cannot assure you that we or our PRC subsidiaries will be able to comply with such
regulations in all respects, and we or our PRC subsidiaries may be ordered to rectify or terminate any actions that are deemed illegal
by regulatory authorities. In addition, while our PRC subsidiaries take various measures to comply with all applicable data privacy and
protection laws and regulations, there is no guarantee that our current security measures, operation and those of our third-party service
providers may always be adequate for the protection of our users, employee or company data against security breaches, cyberattacks or
other unauthorized access, which could result in loss or misuse of such data, interruptions to our service system, diminished user experience,
loss of user confidence and trust and impairment of our technology infrastructure and harm our reputation and business, resulting in fines,
penalties and potential lawsuits.

 Regulatory uncertainties relating to, or failure
to comply with, anti-monopoly and competition laws could adversely affect our business, financial condition, or operating results.

 The PRC anti-monopoly enforcement agencies have
in recent years strengthened enforcement under the PRC Anti-monopoly Law, including levying significant fines, with respect to concentration
of undertakings and cartel activity, mergers and acquisitions, as well as abusive behavior by companies with market dominance. In March
2018, the SAMR was formed as a new governmental agency to take over, among other things, the anti-monopoly enforcement functions from
the relevant departments under the Ministry of Commerce of People's Republic of China (" MOFCOM "), the National
Development and Reform Commission of the PRC, and State Administration of Industry and Commerce of the PRC. The SAMR issued a new set
of guidelines with respect to merger control review in September 2018, and issued the Notice on Anti-monopoly Enforcement Authorization
on December 28, 2018, which grants authorizations to the SAMR's provincial branches to enforce anti-monopoly laws within their respective
jurisdictions. The SAMR has imposed several administrative penalties on various companies for failing to duly make filings as to their
transactions subject to merger control review by the SAMR. The scope of the companies that were penalized is broad, and covers a variety
of different industries.

 Significant regulatory uncertainty existed
as to whether prior filing of notification of concentration is required for business concentration involving variable interest
entities prior to 2020. In November 2020, the Anti-monopoly Bureau of SAMR released the draft Guidelines on Anti-monopoly Issues in
Platform Economy, or the Platform Economy Anti-monopoly Guidelines, for public comment and in February 2021, adopted the Platform
Economy Anti-monopoly Guidelines, which for the first time specified that, any concentration made between the variable interest
entities shall be regulated by the Anti-monopoly Law. In addition, the Platform Economy Anti-monopoly Guidelines set out detailed
standards and rules in respect of the definition of relevant markets, typical types of cartel activities and abusive behaviors by
online platform operators with market dominance, which provide further guidelines for enforcement of anti-monopoly laws against
online platform operators. For instance, online platform operators that use technological advantages, such as data and algorithms,
to eliminate or restrict competition or impose price restrictions or exclusivity requirements on users may be deemed to
be abusing dominant market position.

 Prior to the effectiveness of the Platform Economy
Anti-monopoly Guidelines, the SAMR has already fined certain companies that acquired businesses using variable interest entities without
obtaining merger control approval or without prior filing of notification of concentration, indicating its increased scrutiny over historical
cases of concentration of undertakings involving companies using variable interest entities and heightened enforcement efforts over past
failure to file prior notification of concentration of undertakings for such transactions. Since 2020, the SAMR has fined companies that
acquired or merged with or cooperated with onshore or offshore entities, including those operated through variable interest entities,
for failure to file prior notification before conducting the mergers or cooperation transactions.

 Although we do not believe we were legally required
to make a merger control review filing or obtain merger control approval in relation to the historical merger, there can be no assurance
that regulators will agree with us, particularly, in light of the enforcement actions since 2020. In addition, as there were few cases
where companies using variable interest entities were investigated for failure to make filings in connection with concentration of undertakings
prior to 2020, we did not file prior notification of concentration of undertakings for our historical transactions. There can also be
no assurance that regulators will not initiate other anti-monopoly enquiry or investigation into, or take enforcement actions against,
the historical merger or require us to submit filings in relation to such historical transactions. We may be subject to penalty in connection
with any such enquiry or investigation, if we are determined by the SAMR to have failed to make the requisite filings, including fines
up to RMB500,000 per case, and in extreme cases where any such transaction is determined by the SAMR to have constituted concentration
of undertakings under the applicable PRC anti-monopoly law, we may be ordered to terminate the contemplated concentration, to dispose
of our equity or asset within a prescribed period, or to transfer our business within a prescribed time or to take any other necessary
measures to return to the pre-concentration status. We may also be subject to claims from our competitors or users, which could adversely
affect our business and operations. Furthermore, any new requirements or restrictions, or proposed requirements or restrictions, could
result in adverse publicity or fines against us.

 On June 24, 2022, the Decision of the
Standing Committee of the National People's Congress to Amend the Anti-Monopoly Law of the PRC was adopted and became
effective on August 1, 2022, which stipulates that the State Council's anti-monopoly enforcement agency may order business
operators to cease illegal concentration, to dispose of shares, assets or businesses within a defined period of time, or to take
other necessary measures to restore to the state before the concentration. The enforcement agency may also impose upon a business
operator (i) a fine up to ten percent of the business operator's sales revenue in the past year, if the concentration of
undertakings has or may have an effect of excluding or limiting competition, or (ii) a fine up to RMB5 million if the concentration
of undertakings does not have the effect of excluding or limiting competition. Stricter anti-monopoly and anti-unfair competition
enforcement by the PRC regulatory authorities, especially enforcement actions focused on platform economy, may, among other things,
prohibit us from future acquisitions, divestitures or combinations our plans to make, impose fines or penalties, require divestiture
of certain of our assets, or impose other restrictions that limit or require us to modify its operations, including limitations on
our contractual relationships or restrictions on our pricing or revenue models, which could materially and adversely affect our
business, financial condition, results of operations and future prospects.

 Furthermore, as we continue to navigate the evolving
legislative environment and varied local implementation practices of anti-monopoly and competition laws and regulations in the PRC, we
have attended and may continue to be required to attend administrative guidance meetings or other communications with regulators from
time to time. We may continue to receive greater scrutiny and attention from regulators and more frequent and stringent investigations
or reviews by regulators, which will increase our compliance costs. It could also be time-consuming to comply with the relevant regulations
described above to complete future transactions and carry out our business operations. Heightened regulatory inquiries, investigations
and other governmental actions and approval requirements from governmental authorities such as the SAMR may be uncertain and could delay
or inhibit our ability to complete these transactions and carry out our business operations, which could affect our ability to expand
its business, maintain its market share or otherwise achieve the goals of our acquisition strategy, divert significant management time
and attention and our financial resources, bring negative publicity, subject us to liabilities or administrative penalties, and/or materially
and adversely affect our financial conditions, operations and business prospects.

 As of the date hereof, regulatory actions related
to data security or anti-monopoly concerns in Hong Kong do not have a material impact on our ability to conduct business, accept foreign
investment in the future, continue to list on a United States stock exchange. However, new regulatory actions related to data security
or anti-monopoly concerns in Hong Kong may be taken in the future, and such regulatory actions may have a material impact on our ability
to conduct business, accept foreign investment, continue to list on a United States stock exchange.

 Certain judgments obtained against us by our
shareholders may not be enforceable.

 BAIYU Holdings, Inc. is a Delaware holding company
and substantially all of our assets are located outside of the United States. Substantially all of our current operations are conducted
through our subsidiaries incorporated in mainland China and the VIE, Tongdow Internet Technology, incorporated in mainland China. In addition
of our current directors and officers are nationals and residents of countries other than the United States. Substantially all of the
assets of these persons are located outside the United States. As a result, it may be difficult or impossible for you to enforce in U.S.
courts of the judgments obtained in U.S. courts based on the civil liability provisions of the U.S. federal securities laws against us
and our officers and directors as none of them currently resides in the United States or has substantial assets located in the United
States. In addition, there is uncertainty as to whether the courts of the PRC would recognize or enforce judgments of U.S. courts against
us or such persons predicated upon the civil liability provisions of the securities laws of the United States or any state.

 We do have a holding company in Hong Kong.
We also have a management member who is Hong Kong residents and reside within Hong Kong for a significant portion of the time. You
may incur additional costs and procedural obstacles in effecting service of legal process, enforcing foreign judgments or bringing
actions in Hong Kong against us or our management named in the prospectus, as judgments entered in the U.S. can be enforced in Hong
Kong only at common law. If you want to enforce a judgment of the U.S. in Hong Kong, it must be a final judgment conclusive upon the
merits of the claim, for a liquidated amount in a civil matter and not in respect of taxes, fines, penalties, or similar charges,
the proceedings in which the judgment was obtained were not contrary to natural justice, and the enforcement of the judgment is not
contrary to public policy of Hong Kong. Such a judgment must be for a fixed sum and must also come from a "competent"
court as determined by the private international law rules applied by the Hong Kong courts.

 Furthermore, foreign judgments of the U.S. courts
will not be directly enforced in Hong Kong as there are currently no treaties or other arrangements providing for reciprocal enforcement
of foreign judgments between Hong Kong and the U.S. However, the common law permits an action to be brought upon a foreign judgment. That
is to say, a foreign judgment itself may form the basis of a cause of action since the judgment may be regarded as creating a debt between
the parties to it. In a common law action for enforcement of a foreign judgment in Hong Kong, the enforcement is subject to various conditions,
including but not limited to, that the foreign judgment is a final judgment conclusive upon the merits of the claim, the judgment is for
a liquidated amount in civil matter and not in respect of taxes, fines, penalties, or similar charges, the proceedings in which the judgment
was obtained were not contrary to natural justice, and the enforcement of the judgment is not contrary to public policy of Hong Kong.
Such a judgment must be for a fixed sum and must also come from a "competent" court as determined by the private international
law rules applied by the Hong Kong courts. The defenses that are available to a defendant in a common law action brought on the basis
of a foreign judgment include lack of jurisdiction, breach of natural justice, fraud, and contrary to public policy. However, a separate
legal action for debt must be commenced in Hong Kong in order to recover such debt from the judgment debtor. As a result, subject to the
conditions with regard to enforcement of judgments of United States courts being met, including but not limited to the above, a foreign
judgment of United States of civil liabilities predicated solely upon the federal securities laws of the United States or the securities
laws of any State or territory within the U.S. could be enforceable in Hong Kong.

 Uncertainties with respect to the PRC legal
system, including uncertainties regarding the interpretation and enforcement of laws, and sudden or unexpected changes of PRC laws and
regulations with little advance notice could adversely affect us and limit the legal protections available to you and us, and the Chinese
government may exert more oversight and control over offerings that are conducted overseas, which changes could materially hinder our
ability to offer or continue to offer our securities, and cause the value of our securities to significantly decline or become worthless.

 Our operating subsidiaries are incorporated under
and governed by the laws of the PRC. The PRC legal system is a civil law system based on written statutes. Unlike the common law system,
prior court decisions may be cited for reference but have limited precedential value.

 In 1979, the PRC government began to
promulgate a comprehensive system of laws and regulations governing economic matters in general, such as foreign investment,
corporate organization and governance, commerce, taxation and trade. As a significant part of our business is conducted in China,
our operations are principally governed by PRC laws and regulations. However, since the PRC legal system continues to evolve
rapidly, rules and regulations in China can change quickly with little advance notice. The interpretations of many laws, regulations
and rules are not always uniform and enforcement of these laws and regulations involve uncertainties, which may limit legal
protections available to us. Uncertainties due to evolving laws and regulations could also impede the ability of a China-based
company like us, to obtain or maintain permits or licenses required to conduct business in China. In the absence of required permits
or licenses, governmental authorities could impose material sanctions or penalties on us. In addition, some regulatory requirements
issued by certain PRC government authorities may not be consistently applied by other PRC government authorities (including local
government authorities), thus making strict compliance with all regulatory requirements impractical, or in some circumstances
impossible. For example, we may have to resort to administrative and court proceedings to enforce the legal protection that we enjoy
either by law or contract. Since PRC administrative and court authorities have significant discretion in interpreting and
implementing statutory and contractual terms, it may be more difficult to evaluate or predict the outcome of administrative and
court proceedings and the level of legal protection available to you and us than in more developed legal systems.

 Furthermore, the PRC legal system is based in
part on government policies and internal rules, some of which are not published on a timely basis or at all, and which may have a retroactive
effect. As a result, we may not be aware of our violation of any of these policies and rules until sometime after the violation. Such
uncertainties, including uncertainty over the scope and effect of our contractual, property (including intellectual property) and procedural
rights, and any failure to respond to changes in the regulatory environment in China could materially and adversely affect our business
and impede our ability to continue our operations.

 On July 6, 2021, the General Office of the Communist
Party of China Central Committee and the General Office of the State Council jointly issued an announcement to crack down on illegal activities
in the securities market and promote the high-quality development of the capital market, which, among other things, requires the relevant
governmental authorities to strengthen cross-border oversight of law-enforcement and judicial cooperation, to enhance supervision over
China-based companies listed overseas, and to establish and improve the system of extraterritorial application of the PRC securities laws.

 Given recent statements by the Chinese government
indicating an intent to exert more oversight and control over securities offerings and other capital markets activities that are conducted
overseas and foreign investment in China-based companies like us. Although we are currently not required to obtain permission from any
of the PRC central or local government and has not received any notice of denial to list on the U.S. exchange, it is uncertain whether
or when we might be required to obtain permission from the PRC government to list on U.S. exchanges in the future, and even if such permission
is obtained, whether it will be later denied or rescinded, which could significantly limit or completely hinder our ability to offer or
continue to offer our securities to investors and cause the value of our shares to significantly decline or be worthless. Any actions
by the Chinese government to exert more oversight and control over offerings that are conducted overseas could materially and adversely
hinder our ability to offer or continue to offer our securities, and cause the value of our securities to significantly decline or become
worthless.

 The Chinese government has substantial
oversight and influence over the manner in which we must conduct our business and may intervene or influence our operations at any
time, which actions could impact our operations materially and adversely, and significantly limit or completely hinder our ability
to offer or continue to offer securities to investors and cause the value of our securities to significantly decline or be
worthless. The Chinese government has significant oversight and discretion over the conduct of our business and may intervene or
influence our operations at any time as the government deems appropriate to further regulatory, political and societal goals. For
instance, the Chinese government has recently published new policies that significantly affected certain industries such as the
education and internet industries. The Chinese government has exercised, and continues to exercise, substantial control over
virtually every sector of the Chinese economy through regulation and state ownership, which could materially and adversely impact
the results of our operations and future prospects.

 Our ability to operate in the PRC may be further
harmed by changes in its laws and regulations. The central or local governments of the PRC may impose new, stricter regulations or interpretations
of existing regulations that would require additional expenditures and efforts on our part to ensure our compliance with such regulations
or interpretations. Accordingly, government actions in the future, including any decision not to continue to support recent economic reforms
and to return to a more centrally planned economy or regional or local variations in the implementation of economic policies, could have
a significant effect on economic conditions in the PRC or particular regions thereof. We cannot rule out the possibility that it will
in the future release regulations or policies regarding our industry that could adversely affect our business, financial condition, results
of operations and the value of our shares.

 Our business is also subject to various government
and regulatory interference. We could be subject to regulation by various political and regulatory entities, including various local and
municipal agencies and government sub-divisions. The Company may incur increased costs necessary to comply with existing and newly adopted
laws and regulations or penalties for any failure to comply. Our operations could be adversely affected, directly or indirectly, by existing
or future laws and regulations relating to our business or industry, which could result in further material changes in our operations
and adversely impact the value of our securities.

 Accordingly, government actions in the future,
including any decision to intervene or influence the operations of our PRC subsidiaries at any time or to exert control over an offering
of securities conducted overseas and/or foreign investment in China-based issuers, may cause us to make material changes to the operations
of our PRC subsidiaries, may limit or completely hinder our ability to offer or continue to offer securities to investors, and/or may
cause the value of such securities to significantly decline or be worthless.

 The failure to comply with PRC regulations
relating to mergers and acquisitions of domestic enterprises by offshore Special Purpose Vehicle (SPV) may subject us to severe fines
or penalties and create other regulatory uncertainties regarding our corporate structure.

 On August 8, 2006, MOFCOM, joined by the
CSRC, the State-owned Assets Supervision and Administration Commission of the State Council, the State Taxation Administration, the
State Administration for Industry and Commerce, and the State Administration of Foreign Exchange of China ("SAFE"),
jointly promulgated regulations entitled the Provisions Regarding Mergers and Acquisitions of Domestic Enterprises by Foreign
Investors (the "M&A Rules"), which took effect on September 8, 2006, and as amended on June 22, 2009. This
regulation, among other things, has certain provisions that require offshore SPV formed for the purpose of acquiring PRC domestic
companies and controlled directly or indirectly by PRC individuals and companies, to obtain the approval of MOFCOM prior to engaging
in such acquisitions and to obtain the approval of the CSRC prior to publicly listing their securities on an overseas stock market.
On September 21, 2006, the CSRC published on its official website a notice specifying the documents and materials that are required
to be submitted for obtaining CSRC approval.

 In addition, the Provisions of Ministry of Commerce
on Implementation of Security Review System for Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, issued by MOFCOM
in August 2011, specify that mergers and acquisitions by foreign investors involved in "an industry related to national security"
are subject to strict review by MOFCOM, and prohibit any activities attempting to bypass such security review, including by structuring
the transaction through a proxy or contractual control arrangement.

 On March 15, 2019, the PRC National People's
Congress enacted the Foreign Investment Law of the PRC (the "Foreign Investment Law"), which became effective on January 1,
2020. The Foreign Investment Law has replaced the previous major laws and regulations governing foreign investment in the PRC, including
the Sino-foreign Equity Joint Ventures Enterprises Law of the PRC, the Sino-foreign Co-operative Enterprises Law of the PRC and the Wholly
Foreign-invested Enterprise Law of the PRC. According to the Foreign Investment Law, "foreign-invested enterprises" refers
to enterprises that are wholly or partly invested by foreign investors and registered under the PRC laws within China, and "foreign
investment" refers to any foreign investor's direct or indirect investment activities in China, including: (i) establishing
foreign-invested enterprises in China either individually or jointly with other investors; (ii) obtaining stock shares, equity shares,
shares in properties or other similar interests of Chinese domestic enterprises; (iii) investing in new projects in China either individually
or jointly with other investors; and (iv) investing through other methods provided by laws, administrative regulations or provisions prescribed
by the State Council.

 On December 26, 2019, the State Council
issued Implementation Regulations for the Foreign Investment Law of the PRC (the " Implementation Rules ") which
came into effect on January 1, 2020, and replaced the Implementing Rules of the Sino-foreign Equity Joint Ventures Enterprises Law
of the PRC, the Implementing Rules of the Sino-foreign Co-operative Enterprises Law of the PRC and the Implementing Rules of the
Wholly Foreign-invested Enterprise Law of the PRC. According to the Implementation Rules, in the event of any discrepancy between
the Foreign Investment Law, the Implementation Rules and the relevant provisions on foreign investment promulgated prior to January
1, 2020, the Foreign Investment Law and the Implementation Rules will prevail. The Implementation Rules also set forth that foreign
investors that invest in sectors on the "Negative List" in which foreign investment is restricted shall comply with
special management measures with respect to, among others, shareholding and senior management personnel qualification in the
Negative List. Pursuant to the Foreign Investment Law and the Implementation Rules, the existing foreign-invested enterprises
established prior to the effective date of the Foreign Investment Law are allowed to keep their corporate organization forms for
five years from the effectiveness of the Foreign Investment Law before such existing foreign-invested enterprises must change their
organization forms and organization structures in accordance with the PRC Company Law, the Partnership Enterprise Law of the PRC and
other applicable laws.

 After the Foreign Investment Law and the Implementation
Rules became effective on January 1, 2020, the provisions of the M&A Rules remained effective to the extent they are not inconsistent
with the Foreign Investment Law and the Implementation Rules. We believe that our business is not in an industry related to national security,
but we cannot preclude the possibility that the competent PRC government authorities may publish explanations contrary to our understanding
or broaden the scope of such security reviews in the future, in which case our future acquisitions and investment in the PRC, including
those by way of entering into contractual control arrangements with target entities, may be closely scrutinized or prohibited. Moreover,
according to the Anti-Monopoly Law of the PRC, the SAMR shall be notified in advance of any concentration of undertaking if certain filing
thresholds are triggered. We may grow our business in part by directly acquiring complementary businesses in China. Complying with the
requirements of the laws and regulations mentioned above and other PRC regulations necessary to complete such transactions could be time-consuming,
and any required approval processes, including obtaining approval from the SAMR, may delay or inhibit our ability to complete such transactions,
which could materially and adversely affect our ability to expand our business or maintain our market share.

 Regulations relating to offshore investment
activities by PRC residents may limit our ability to acquire PRC companies and could adversely affect our business.

 In July 2014, SAFE promulgated the Circular
on Issues Concerning Foreign Exchange Administration over the Overseas Investment and Financing and Roundtrip Investment by Domestic Residents
via SPV, or Circular 37, which replaced Relevant Issues Concerning Foreign Exchange Control on Domestic Residents' Corporate
Financing and Roundtrip Investment through Offshore SPV, or Circular 75. Circular 37 requires PRC residents to register with local branches
of SAFE in connection with their direct establishment or indirect control of an offshore entity, referred to in Circular 37 as a SPV for
the purpose of holding domestic or offshore assets or interests. Circular 37 further requires amendment to a PRC resident's registration
in the event of any significant changes with respect to the SPV, such as an increase or decrease in the capital contributed by PRC individuals,
share transfer or exchange, merger, division or other material event. Under these regulations, PRC residents' failure to comply
with specified registration procedures may result in restrictions being imposed on the foreign exchange activities of the relevant PRC
entity, including the payment of dividends and other distributions to its offshore parent, as well as restrictions on capital inflows
from the offshore entity to the PRC entity, including restrictions on its ability to contribute additional capital to its PRC subsidiaries.
Further, failure to comply with the SAFE registration requirements could result in penalties under PRC law for evasion of foreign exchange
regulations.

 In addition, different local SAFE branches
may have different views and procedures as to the interpretation and implementation of the SAFE regulations, and it may be difficult
for our ultimate shareholders or beneficial owners who are PRC residents to provide sufficient supporting documents required by SAFE
or to complete the required registration with SAFE in a timely manner, or at all. Any failure by any of our shareholders who is a
PRC resident, or is controlled by a PRC resident, to comply with relevant requirements under these regulations could subject us to
fines or sanctions imposed by the PRC government.

 PRC regulation of loans to and direct investment
in PRC entities by offshore holding companies and governmental control of currency conversion may delay or prevent us from using the proceeds
from our subsequent offerings to make loans or additional capital contributions to our PRC subsidiaries in China, which could materially
and adversely affect our liquidity and our ability to fund and expand our business.

 We are a Delaware holding company conducting our
operations in China through (i) our subsidiaries incorporated in mainland China and (ii) the VIE incorporated in mainland China. We may
make loans to our PRC subsidiaries, or we may make additional capital contributions to our PRC subsidiaries, or we may establish new PRC
subsidiaries and make capital contributions to these new PRC subsidiaries, or we may acquire offshore entities with business operations
in China in an offshore transaction. Most of these ways are subject to PRC regulations and approvals or registration. For example, loans
by us to our wholly owned PRC subsidiary to finance its activities cannot exceed statutory limits and must be registered with the local
counterpart of SAFE. If we decide to finance our wholly owned PRC subsidiary by means of capital contributions, these capital contributions
are subject to registration with the State Administration for Market Regulation or its local branch, reporting of foreign investment information
with the PRC Ministry of Commerce, or registration with other governmental authorities in China.

 SAFE promulgated the Notice of the State
Administration of Foreign Exchange on Reforming the Administration of Foreign Exchange Settlement of Capital of Foreign-invested
Enterprises, or the SAFE Circular 19, effective June 2015, in replacement of the Circular on the Relevant Operating Issues
Concerning the Improvement of the Administration of the Payment and Settlement of Foreign Currency Capital of Foreign-Invested
Enterprises, the Notice from the State Administration of Foreign Exchange on Relevant Issues Concerning Strengthening the
Administration of Foreign Exchange Businesses, and the Circular on Further Clarification and Regulation of the Issues Concerning the
Administration of Certain Capital Account Foreign Exchange Businesses. According to SAFE Circular 19, the flow and use of the RMB
capital converted from foreign currency-denominated registered capital of a foreign-invested company is regulated such that RMB
capital may not be used for the issuance of RMB entrusted loans, the repayment of inter-enterprise loans or the repayment of banks
loans that have been transferred to a third party. Although SAFE Circular 19 allows RMB capital converted from foreign
currency-denominated registered capital of a foreign-invested enterprise to be used for equity investments within China, it also
reiterates the principle that RMB converted from the foreign currency-denominated capital of a foreign-invested company may not be
directly or indirectly used for purposes beyond its business scope. Thus, it is unclear whether SAFE will permit such capital to be
used for equity investments in China in actual practice. SAFE promulgated the Notice of the State Administration of Foreign Exchange
on Reforming and Standardizing the Foreign Exchange Settlement Management Policy of Capital Account, or SAFE Circular 16, effective
on June 9, 2016, which reiterates some of the rules set forth in the SAFE Circular 19, but changes the prohibition against using RMB
capital converted from foreign currency-denominated registered capital of a foreign-invested company to issue RMB entrusted loans to
a prohibition against using such capital to issue loans to non-associated enterprises. Violations of the SAFE Circular 19 and the
SAFE Circular 16 could result in administrative penalties. The SAFE Circular 19 and SAFE Circular 16 may significantly limit our
ability to transfer any foreign currency we hold, including the net proceeds from our subsequent offering, to our PRC subsidiary,
which may adversely affect our liquidity and our ability to fund and expand our business in China. On October 23, 2019, SAFE
promulgated the Notice for Further Advancing the Facilitation of Cross-border Trade and Investment, or the SAFE Circular 28, which,
among other things, allows all foreign-invested companies to use Renminbi converted from foreign currency-denominated capital for
equity investments in China, as long as the equity investment is genuine, does not violate applicable laws, and complies with the
negative list on foreign investment. However, since the SAFE Circular 28 is newly promulgated, it is unclear how SAFE and competent
banks will carry this out in practice.

 In light of the various requirements imposed by
PRC regulations on loans to and direct investment in PRC entities by offshore holding companies, we cannot assure you that we will be
able to complete the necessary government registrations or obtain the necessary government approvals on a timely basis, or at all, with
respect to future loans to our PRC subsidiary or future capital contributions by us to our PRC subsidiary. As a result, uncertainties
exist as to our ability to provide prompt financial support to our PRC subsidiary when needed. If we fail to complete such registrations
or obtain such approvals, our ability to use the proceeds we expect to receive from our subsequent offerings and to capitalize or otherwise
fund our PRC operations may be negatively affected, which could materially and adversely affect our liquidity and our ability to fund
and expand our business.

 To the extent cash in the business is in the
mainland PRC or Hong Kong or a PRC or Hong Kong entity, the funds may not be available to fund operations or for other use outside of
the PRC or Hong Kong due to interventions in or the imposition of restrictions and limitations under the PRC laws and regulations.

 The PRC government imposes controls on the convertibility
of Renminbi into foreign currencies and, in certain cases, the remittance of currency out of China. To the extent that our income is received
in RMB, shortages in foreign currencies may restrict our ability to pay dividends or other payments, or otherwise satisfy our foreign
currency denominated obligations, if any. Under existing PRC foreign exchange regulations, payments of current account items, including
profit distributions, interest payments and expenditures from trade-related transactions, can be made in foreign currencies without prior
approval from SAFE, as long as certain procedural requirements are met. Approval from appropriate government authorities is required if
Renminbi is converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated
in foreign currencies. The PRC government may, at its discretion, impose restrictions on access to foreign currencies for current account
transactions.

 To address persistent capital outflows and
the RMB's depreciation against the U.S. dollar in the fourth quarter of 2016, the People's Bank of China and SAFE
implemented a series of capital control measures in the subsequent months, including stricter vetting procedures for China-based
companies to remit foreign currency for overseas acquisitions, dividend payments and shareholder loan repayments. The PRC government
may continue to strengthen its capital controls and our PRC subsidiaries' dividends and other distributions may be subject to
tightened scrutiny in the future. The PRC government also imposes controls on the conversion of RMB into foreign currencies and the
remittance of currencies out of the PRC. Therefore, we may experience difficulties in completing the administrative procedures
necessary to obtain and remit foreign currency for the payment of dividends from our profits, if any. Furthermore, there can be no
assurance that the PRC government will not intervene or impose restrictions on our ability to transfer or distribute cash within our
organization or to foreign investors, which could result in an inability or prohibition on making transfers or distributions outside
of China and adversely affect our business as well as your investment. To the extent cash in the business is in the mainland PRC or
Hong Kong or a PRC or Hong Kong entity, the funds may not be available to fund operations or for other use outside of the PRC or
Hong Kong due to interventions in or the imposition of such restrictions and limitations.

 If we are classified as a PRC resident enterprise
for PRC income tax purposes, such classification could result in unfavorable tax consequences to us and our non-PRC shareholders.

 Under the PRC Enterprise Income Tax Law and its
implementation rules, an enterprise established outside of the PRC with a "de facto management body" within China is considered
a "resident enterprise" and will be subject to the enterprise income tax on its global income at the rate of 25%. The implementation
rules define the term "de facto management body" as the body that exercises full and substantial control and overall management
over the business, productions, personnel, accounts and properties of an enterprise. In 2009, the SAT issued the Circular Regarding the
Determination of Chinese-Controlled Offshore Incorporated Enterprises as PRC Tax Resident Enterprises on the Basis of De Facto Management
Bodies (the " SAT Circular 82 "), which provides certain specific criteria for determining whether the "de facto
management body" of a PRC-controlled enterprise that is incorporated offshore is located in China. Although this circular
only applies to offshore enterprises controlled by PRC enterprises or PRC enterprise groups, not those controlled by PRC individuals or
foreigners like us, the criteria set forth in the circular may reflect SAT's general position on how the "de facto management
body" test should be applied in determining the tax resident status of all offshore enterprises. According to SAT Circular 82, an
offshore incorporated enterprise controlled by a PRC enterprise or a PRC enterprise group will be regarded as a PRC tax resident by virtue
of having its "de facto management body" in China and will be subject to PRC enterprise income tax on its global income only
if all of the following conditions are met: (1) the primary location of the day-to-day operational management is in China;
(2) decisions relating to the enterprise's financial and human resource matters are made or are subject to approval by organizations
or personnel in China; (3) the enterprise's primary assets, accounting books and records, company seals, and board and shareholder
resolutions, are located or maintained in China; and (4) at least 50% of voting board members or senior executives habitually reside
in China.

 We believe none of our entities outside of
China is a PRC resident enterprise for PRC tax purposes. However, the tax resident status of an enterprise is subject to
determination by the PRC tax authorities and uncertainties remain with respect to the interpretation of the term "de facto
management body." If the PRC tax authorities determine that our company or any of our subsidiaries outside of China is a PRC
resident enterprise for enterprise income tax purposes, we could be subject to PRC tax at a rate of 25% on our worldwide income,
which could materially reduce our net income, and we will be required to comply with PRC enterprise income tax reporting
obligations. In addition, non-resident enterprise shareholders (including the common stockholders) may be subject to PRC
tax at a rate of 10% on gains realized on the sale or other disposition of our common stock, if such income is treated as sourced
from within China. Furthermore, if we are deemed a PRC resident enterprise, dividends payable to our non- PRC individual
shareholders and any gain realized on the transfer of our common stock by such shareholders may be subject to PRC tax at a rate of
10% in the case of non-PRC enterprises or a rate of 20% in the case of non-PRC individuals unless a reduced rate
is available under an applicable tax treaty. It is unclear whether non-PRC shareholders of our company would be able to
claim the benefits of any tax treaties between their country of tax residence and the PRC in the event that we are treated as a PRC
resident enterprise. Any such tax may reduce the returns on your investment in our common stock.

 In addition to the uncertainty as to the application
of the "resident enterprise" classification, we cannot assure you that the PRC government will not amend or revise the taxation
laws, rules and regulations to impose stricter tax requirements or higher tax rates. Any of such changes could materially and adversely
affect our results of operations and financial condition.

 Risk Factors Related to the Our Business and
Industry

 There is no assurance
that we will be able to manage the commodities trading business effectively.

 Operating the commodities
trading business is a significant challenge and there is no assurance that we will be able to manage the integration successfully. If
we are unable to efficiently integrate these businesses, the attention of our management could be diverted from our existing operations
and the ability of the management teams at these business units to meet operational and financial expectations could be adversely impacted,
which could impair our ability to execute our business plans. Failure to successfully integrate the new commodities trading business or
to realize the expected benefits of entry into the business may have an adverse impact on our results of operations and financial condition.

 Investment in our
new line of business could disrupt the Company's ongoing business and present risks not originally contemplated.

 We have deployed a significant
amount of proceeds from our financings in our new commodities business line, Shenzhen Baiyu Jucheng. New ventures are inherently risky
and may not be successful. In evaluating such endeavors, we are required to make difficult judgments regarding the value of business strategies,
opportunities, technologies and other assets, and the risks and cost of potential liabilities. Furthermore, these investments involve
certain other risks and uncertainties, including the risks involved with entering new competitive categories or regions, the difficulty
in integrating the new business, the challenges in achieving strategic objectives and other benefits expected from our investment, the
diversion of our attention and resources from our operations and other initiatives, the potential impairment of acquired assets and liabilities
and the performance of underlying products, capabilities or technologies.

 We may not be able
to ensure the successful implementation of our strategy to diversify our businesses.

 We
have entered into the commodities trading business. Such initiatives involve various risks including but not limited to the
investment costs in establishing a distribution network within the PRC, leasing warehouses, offices and other working capital
requirements. There is no assurance that such future plans can be successfully implemented as the successful execution of such
future plans will depend on several factors, some of which are not within our control, such as retaining and recruiting qualified
and skilled staff, and the continued demand for our products by our customers. Failure to implement any part of our future plans or
execute such plan costs effectively, may lead to a material adverse change in our operating environment or affect our ability to
respond to market or industry changes, which may, in turn, adversely affect our business and financial results.

 Our success depends
substantially upon the continued retention of our senior management.

 Our
future success is substantially dependent on the continued service of certain members of our senior management, including Ms. Renmei Ouyang,
our Chairwoman and Chief Executive Officer, Mr. Wenhao Cui, our Chief Financial Officer. These officers play an integral role in determining
our strategic direction and for executing our growth strategy and are important to our brand and culture. The loss of the services of
any of these executives without qualified replacement could have a material adverse effect on our business and prospects, as we may not
be able to find suitable individuals to replace them on a timely basis, if at all. In addition, any such departure could be viewed negatively
by investors and analysts, which could cause the price of our ordinary shares to decline.

 Our business depends
on adequate supply and availability of nonferrous metal commodities.

 Our
planned business requires nonferrous metal commodities that are sourced from third party suppliers. We are affected by industry supply
conditions, which generally involve risks beyond our control, including costs of these materials, transportation costs and market demand.
As a result, we may not be able to obtain an adequate supply of quality nonferrous metal commodities in a timely or cost-effective manner,
which would have a material adverse effect on our business, financial condition and results of operations.

 A decline in our key
business sectors or a reduction in consumer demand generally could have a material adverse effect on our business.

 A
large portion of our supply chain management services revenue comes from clients in the energy, material and industrial sectors, which
is intensely competitive, very volatile, and subject to rapid changes and fluctuations in the overall economic conditions. Declines in
the overall performance of the energy, material and industrial sectors have in the past and could in the future, adversely affect the
demand for our supply chain management services and reduce our revenue and profitability from these clients. In addition, industry changes,
such as the transition of more collateral materials from physical form to digital form and changes in marketing channels, could lessen
the demand for certain of our services we currently handle. To the extent recent uncertainty in the economy or other factors result in
decreased demand for our clients' products, we may experience a reduction in volumes of client products that we handle which could
have a material adverse effect on our supply chain management services business, financial position and operating results.

 We operate in a business
that is cyclical and where demand can be volatile, which could have a material adverse effect on our business, financial condition or
results of operations.

 We
operate in a business that is cyclical and where demand can be volatile, which could have a material adverse effect on our results of
operations and financial condition. The timing and magnitude of the cycles in the business in which we operate are difficult to predict.
Purchase prices for the raw materials we purchase, and selling prices for our products are volatile and beyond our control. While we attempt
to respond to changing raw material costs through adjustments to the sales price of our products, our ability to do so is limited by competitive
and other market factors. A significant reduction in selling prices for our products may have a material adverse effect on our business,
financial condition and results of operations, and adversely impact our ability to recover purchase costs from end customers. A decline
in market prices for our products between the date of the sales order and shipment of the product may impact the customer's ability
to obtain letters of credit to cover the full sales amount. A decline in selling prices for our products coupled with customers failing
to meet their contractual obligations may also result in a net realizable value adjustment to the average cost of inventory to reflect
the lower of cost or fair market value. Additionally, changing prices could potentially impact the volume of raw materials available to
us, the volume of ore and processed metal sold by us and inventory levels. The cyclical nature of our businesses tends to reflect and
be amplified by changes in general economic conditions, both domestically and internationally.

 Risk Factors Related
to Our General Operations

 The current geographic
concentration where we provide services creates an exposure to local economies, regional downturns or severe weather or catastrophic occurrences
that may materially adversely affect our financial condition and results of operations.

 We currently conduct
our commodities trading business in Shanghai and Shenzhen. We currently hold all our commodities inventory at the warehouses we rent in
Shanghai and Shenzhen. While we have insurance to cover certain losses on those commodities, events such as theft, fire, flood, or hail
could adversely impact our business.

 In addition, our business
is currently more susceptible to regional conditions than the operations of more geographically diversified competitors, and we are vulnerable
to economic downturns in those regions. Any unforeseen events or circumstances that negatively affect these areas could materially adversely
affect our revenues and profitability. These factors include, among other things, changes in demographics and population. In addition,
severe weather conditions, acts of God and other catastrophic occurrences in the area in which we operate or from which we obtain inventory
may materially adversely affect our financial condition and results of operations. Such conditions may result in physical damage to our
properties and loss of inventory. Any of these factors may disrupt our business and materially adversely affect our financial condition
and results of operations. Furthermore, there can be no assurance that we will be able to successfully replicate our business model and
achieve levels of success as we enter new geographic markets.

 Our failure to maintain
a reputation of integrity and to otherwise maintain and enhance our brand could adversely affect our business and results of operations.

 Our business model is
based on our ability to provide customers with commodities trading that we believe will save them time and money. If we fail to build
and maintain a positive reputation, or if an event occurs that damages this reputation, it could adversely affect consumer demand and
have a material adverse effect on our business and results of operations. Even the perception of a decrease in the quality of our brand
could negatively impact results.

 Complaints or negative
publicity about our business practices, marketing and advertising campaigns, compliance with applicable laws and regulations, the integrity
of the data that we provide to users, and other aspects of our business, especially on industry-specific blogs and social media websites,
and irrespective of their validity, could diminish consumer confidence in our services and adversely affect our brand. The growing use
of social media increases the speed with which information and opinions can be shared and, thus, the speed with which reputation can be
affected. If we fail to correct or mitigate misinformation or negative information, including information spread through social media
or traditional media channels, about us, the vehicles we offer, our customer experience, or any aspect of our brand, it could have a material
adverse effect on our business and results of operations.

 Failure to adequately
protect our intellectual property, technology and confidential information could harm our business and operating results.

 Our business depends
on our intellectual property, technology and confidential information, the protection of which is crucial to the success of our business.
We attempt to protect our intellectual property, technology and confidential information by requiring certain of our employees and consultants
to enter into confidentiality agreements and certain third parties to enter into nondisclosure agreements. In addition, these agreements
may not effectively prevent unauthorized use or disclosure of our confidential information, intellectual property or technology and may
not provide an adequate remedy in the event of unauthorized use or disclosure of our confidential information, intellectual property,
or technology. Despite our efforts to protect our intellectual property, unauthorized parties may attempt to copy aspects of our website
features, software and functionality or obtain and use information that we consider proprietary. Changes in the law or adverse court rulings
may also negatively affect our ability to prevent others from using our technology.

 We may be subject
to claims asserting that our employees, consultants or advisors have wrongfully used or disclosed alleged trade secrets of their current
or former employees or claims asserting ownership of what we regard as our own intellectual property.

 Although we try to ensure
that our employees, consultants and advisors do not use the proprietary information or know-how of others in their work for us, we may
be subject to claims that these individuals or we have used or disclosed intellectual property, including trade secrets or other proprietary
information, of any such individual's current or former employer. Litigation may be necessary to defend against these claims. If
we fail in defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights or personnel.
Even if we are successful in defending against such claims, litigation could result in substantial costs and be a distraction to management.

 In addition, while we
intend to require our employees and contractors who may be involved in the conception or development of intellectual property to execute
agreements assigning such intellectual property to us, we may be unsuccessful in executing such an agreement with each party who, in fact,
conceives or develops intellectual property that we regard as our own. The assignment of intellectual property may not be self-executing
or the assignment agreement may be breached, and we may be forced to bring claims against third parties, or defend claims that they may
bring against us, to determine the ownership of what we regard as our intellectual property.

 We may in the future
be subject to intellectual property disputes, which are costly to defend and could harm our business and operating results.

 We may, from time to
time, face allegations that we have infringed the trademarks, copyrights, patents and other intellectual property rights of third parties.
We may be unaware of the intellectual property rights that others may claim cover some or all of our technology or services. Patent and
other intellectual property litigation may be protracted and expensive, the results are difficult to predict and may require us to stop
offering some features, purchase licenses or modify our products and features while we develop non-infringing substitutes or may result
in significant settlement costs.

 Even if these matters
do not result in litigation, are resolved in our favor or without significant cash settlements, these matters, and the time and resources
necessary to litigate or resolve them, could harm our business, our operating results and our reputation.

 We may be subject
to legal proceedings in the ordinary course of our business. If the outcomes of these proceedings are adverse to us, they could have a
material adverse effect on our business, results of operations and financial condition.

 We may be subject to
various litigation matters from time to time, which could have a material adverse effect on our business, results of operations and financial
condition. Claims arising out of actual or alleged violations of law could be asserted against us by individuals, either individually
or through class actions, by governmental entities in civil or criminal investigations, and proceedings or by other entities. These claims
could be asserted under a variety of laws, including but not limited to consumer finance laws, consumer protection laws, intellectual
property laws, privacy laws, labor and employment laws, securities laws and employee benefit laws. These actions could expose us to adverse
publicity and to substantial monetary damages and legal defense costs, injunctive relief and criminal and civil fines and penalties, including
but not limited to suspension or revocation of licenses to conduct business.

 Failure to comply
with the United States Foreign Corrupt Practices Act could subject us to penalties and other adverse consequences.

 We are subject to
the United States Foreign Corrupt Practices Act, or FCPA, which generally prohibits United States companies from engaging in bribery
or other prohibited payments to foreign officials for the purpose of obtaining or retaining business. We have implemented these
policies through our Code of Conduct. Corruption, extortion, bribery, pay-offs, theft and other fraudulent practices occur from
time-to-time in China. While we make every effort to comply with FCPA and our company Code of Conduct, we can make no assurance that
our employees or other agents will not engage in such conduct for which we might be held responsible. If our employees or other
agents are found to have engaged in such practices, we could suffer severe penalties and other consequences that will likely have a
material adverse effect on our business, financial condition and results of operations.

 Risks Related to Ownership
of our Common Stock

 We may not meet certain
of Nasdaq Capital Market's continued listing requirements and other Nasdaq rules. If we are unable to regain compliance, we are
likely to be delisted. Delisting could negatively affect the price of our common stock, which could make it more difficult for us to sell
securities in a future financing or for you to sell our common stock.

 We are required to meet
the continued listing requirements of the Nasdaq Capital Market, or Nasdaq, and other Nasdaq rules, including those regarding director
independence and independent committee requirements, minimum stockholders' equity, minimum share price and certain other corporate
governance requirements. If we do not meet these continued listing requirements, our common stock could be delisted.

 On May 15, 2023, we received
a notification letter from Nasdaq, referred to herein as the Nasdaq Staff Deficiency Letter, indicating that our minimum bid price per
share for our common shares has been below $1.00 for a period of 30 consecutive business days and we did not satisfy the minimum bid price
requirement set forth in Nasdaq Listing Rule 5550(a)(2). The Nasdaq Staff Deficiency Letter had no immediate effect on the listing of
the Company's common stock. According to the Nasdaq Listing Rules, the Company has a compliance period of 180 calendar days
from the date of the Nasdaq Staff Deficiency Letter, or until November 13, 2023, to regain compliance with Nasdaq's minimum
bid price requirement. If, at any time during this 180-day period, the closing bid price of the Company's common shares remains
at or above $1 for a minimum of 10 consecutive business days, Nasdaq will provide written confirmation of compliance. However, if the
Company fails to regain compliance within the 180-day period, it may be granted an additional 180 calendar days, subject to meeting the
continued listing requirement for the market value of publicly held shares and all other initial listing standards for Nasdaq, except
for Nasdaq Listing Rule 5550(a)(2). In such a case, the Company must also provide a written notice of its intention to cure this deficiency
during the second compliance period.

 To regain compliance
with the minimum bid price requirement of $1.00 per share of common stock for continued listing on the Nasdaq market, the Company has
implemented a reverse stock split with a Nasdaq market effective date as of October 30, 2023. As a result of the reverse stock split,
every fifty (50) shares of the Company's pre-split common stock have been combined into one (1) share of the Company's post-split
common stock, without any change in par value per share. There is no fractional share issued in connection with the reverse stock split
and all such fractional shares have been rounded up to the nearest whole number of shares of common stock.

 Delisting from the Nasdaq
Capital Market would cause us to pursue eligibility for trading of these securities on other markets or exchanges, or on the "pink
sheets." In such case, our stockholders' ability to trade, or obtain quotations of the market value of our common stock would
be severely limited because of lower trading volumes and transaction delays. These factors could contribute to lower prices and larger
spreads in the bid and ask prices of these securities. There can be no assurance that our securities, if delisted from the Nasdaq Capital
Market in the future, would be listed on a national securities exchange, a national quotation service, the over-the-counter markets
or the pink sheets. Delisting from the Nasdaq Capital Market, or even the issuance of a notice of potential delisting, would also result
in negative publicity, make it more difficult for us to raise additional capital, adversely affect the market liquidity of our securities,
decrease securities analysts' coverage of us or diminish investor, supplier and employee confidence.

 We do not expect to
declare or pay dividends in the foreseeable future.

 We do not expect to declare
or pay dividends in the foreseeable future, as we anticipate that we will invest future earnings in the development and growth of our
business. Therefore, holders of our Common Stock will not receive any return on their investment unless they sell their securities, and
holders may be unable to sell their securities on favorable terms or at all.

 Future issuances of
our Common Stock or securities convertible into, or exercisable or exchangeable for, our common stock ("Securities"), or the
expiration of lock-up agreements that restrict the issuance of new Common Stock or the trading of outstanding Common Stock, could cause
the market price of our Common Stock to decline and would result in the dilution of your holdings.

 Future issuances of our
Securities, or the expiration of lock-up agreements that restrict the issuance of new Common Stock or the trading of outstanding Common
Stock, could cause the market price of our Common Stock to decline. We cannot predict the effect, if any, of future issuances of our Securities,
or the future expirations of lock-up agreements, on the price of our Common Stock. In all events, future issuances of our Common Stock
would result in the dilution of your holdings. In addition, the perception that new issuances of our Securities could occur, or the perception
that locked-up parties will sell their securities when the lock-ups expire, could adversely affect the market price of our Common Stock.
In addition to any adverse effects that may arise upon the expiration of these lock-up agreements, the lock-up provisions in these agreements
may be waived, at any time and without notice. If the restrictions under the lock-up agreements are waived, our Common Stock may become
available for resale, subject to applicable law, including without notice, which could reduce the market price for our Common Stock.

 Our common stock may
be thinly traded and our stockholders may be unable to sell at or near ask prices or at all if they need to sell their shares to raise
money or otherwise desire to liquidate their shares.

 Our Common Stock may
be "thinly-traded", meaning that the number of persons interested in purchasing our Common Stock at or near bid prices at
any given time may be relatively small or non-existent. This situation may be attributable to a number of factors, including the fact
that we are a small company which is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment
community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse
and might be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time
as we became more seasoned. As a consequence, there may be periods of several days or more when trading activity in our shares is minimal
or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support
continuous sales without an adverse effect on share price. Broad or active public trading market for our Common Stock may not develop
or be sustained.

 The market price for
our common stock may be volatile and subject to wide fluctuations due to factors such as:

 the
perception of U.S. investors and regulators of U.S. listed Chinese companies;

 actual
or anticipated fluctuations in our operating results;

 changes
in financial estimates by securities research analysts;

 negative
publicity, studies or reports;

 changes
in the economic performance or market valuations of other microcredit companies;

 announcements
by us or our competitors of acquisitions, strategic partnerships, joint ventures or capital commitments;

 addition
or departure of key personnel;

 fluctuations
of exchange rates between RMB and the U.S. dollar; and

 general
economic or political conditions in China.

 In addition, the securities
market has from time to time experienced significant price and volume fluctuations that are not related to the operating performance of
particular companies. These market fluctuations may also materially and adversely affect the market price of our common stock.

 Volatility in our
common stock price may subject us to securities litigation.

 The market for our common
stock may have, when compared to seasoned issuers, significant price volatility and we expect that our share price may continue to be
more volatile than that of a seasoned issuer for the indefinite future. In the past, plaintiffs have often initiated securities class
action litigation against a company following periods of volatility in the market price of its securities. We may, in the future, be the
target of similar litigation. Securities litigation could result in substantial costs and liabilities and could divert management's
attention and resources.

 Provisions in our
by-laws and Delaware laws might discourage, delay or prevent a change of control of our company or changes in our management and, therefore,
depress the trading price of our common stock.

 Provisions of our by-laws
and Delaware laws may discourage, delay or prevent a merger, acquisition or other change in control that stockholders may consider favorable,
including transactions in which you might otherwise receive a premium for your shares of our common stock. These provisions may also prevent
or frustrate attempts by our stockholders to replace or remove our management. These provisions include:

 the inability of stockholders to act by written consent or to call special meetings;

 the ability of our board of directors to make, alter or repeal our by-laws; and

 the ability of our board of directors to designate the terms of and issue new series of preferred stock without stockholder approval.

 In addition, we are subject
to Section 203 of the Delaware General Corporation Law, which generally prohibits a Delaware corporation from engaging in any of a broad
range of business combinations with an interested stockholder for a period of three years following the date on which the stockholder
became an interested stockholder, unless such transactions are approved by our board of directors. The existence of the foregoing provisions
and anti-takeover measures could limit the price that investors might be willing to pay in the future for shares of our common stock.
They could also deter potential acquirers of our company, thereby reducing the likelihood that you could receive a premium for your common
stock in an acquisition.

 We have identified
material weaknesses in our internal control over financial reporting, and we cannot provide assurances that these weaknesses will be effectively
remediated or that additional material weaknesses will not occur in the future. If our internal control over financial reporting or our
disclosure controls and procedures are not effective, we may not be able to accurately report our financial results, prevent fraud or
file our periodic reports in a timely manner, which may cause investors to lose confidence in our reported financial information and which
may lead to a decline in our stock price.

 Our management has
identified material weaknesses in our internal control over financial reporting, which were not remediated as of the date of this
report. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such
that there is a reasonable possibility that a material misstatement of the registrant's annual or interim financial statements
will not be prevented or detected on a timely basis. While we are implementing remediation procedures, there can be no assurance
that we will be able to fully remediate our existing material weaknesses or that our internal control over financial reporting will
not suffer in the future from other material weaknesses, thus making us unable to prevent or detect on a timely basis material
misstatement in our periodic reports with the SEC. If we fail to remediate these material weaknesses or otherwise maintain effective
internal control over financial reporting in the future, the existence of one or more internal control deficiencies could result in
errors in our financial statements, and substantial costs and resources may be required to rectify internal control deficiencies. If
we cannot produce reliable financial reports, we may have difficulty in filing timely periodic reports with the SEC, investors could
lose confidence in our reported financial information, the market price of our stock could decline significantly, we may be unable
to obtain additional financing to operate and expand our business, and our business and financial condition could be materially
harmed. In addition, any failure to remediate the existing material weaknesses or a failure to maintain effective internal control
over financial reporting could negatively impact our results of operations, cash flows and financial condition, subject us to
potential litigation and regulatory inquiry and cause us to incur additional costs in future periods relating to the implementation
of remedial measures.

 Matters relating to or arising
from the restatements, Audit Committee investigation and the associated material weaknesses identified in our internal control over financial
reporting, including adverse publicity, have caused us to incur significant legal, accounting and other professional fees and other costs,
have exposed us to greater risks associated with other civil litigation, regulatory proceedings and government enforcement actions, have
diverted resources and attention that would otherwise be directed toward our operations and implementation of our business strategy and
may impact our ability to attract and retain customers, employees and vendors, any of which could have a material adverse effect on our
business, financial condition and results of operations.

 General Risk Factors

 Our business, results
of operations and financial condition may be adversely affected by global public health epidemics, including the strain of coronavirus
known as COVID-19.

 Our business could be
adversely affected by the effects of health pandemics or epidemics, including the ongoing COVID-19 pandemic, the evolution of which continues
to be uncertain. We have taken temporary precautionary measures intended to help minimize the risk of the virus to our employees, our
customers, which could negatively impact our business. As a result of COVID-19, we incurred increased costs for our operations, performed
our operations remotely and experienced difficulty in recruiting personnel.

 In addition, with
the extended Chinese business shutdowns that resulted from the outbreak of COVID-19, we may experience delays or the inability to
service our customers on a timely basis in our commodities trading business. The disruptions to our supply chain and business
operations, or to our suppliers' or customers' supply chains and business operations, could include disruptions from the
closure of our interruptions in the supply of commodities, personnel absences, and delivery and storage of commodities, any of which
could have adverse ripple effects on our commodities trading business. If we need to close any of our facilities or a critical
number of our employees become too ill to work, our ability to provide our products and services to our customers could be
materially adversely affected in a rapid manner. Similarly, if our customers experience adverse business consequences due to
COVID-19, or any other pandemic, demand for our products and services could also be materially adversely affected in a rapid manner.
Global health concerns, such as COVID-19, could also result in social, economic, and labor instability in the localities in which we
or our suppliers and customers operate within China.

 The elimination of
monetary liability against our directors, officers and employees under our certificate of incorporation and the existence of indemnification
of our directors, officers and employees under Delaware law may result in substantial expenditures by us and may discourage lawsuits against
our directors, officers and employees.

 Our certificate of incorporation
contains provisions which eliminate the liability of our directors for monetary damages to us and our stockholders to the maximum extent
permitted under the corporate laws of Delaware. We may also provide contractual indemnification obligations under agreements with our
directors, officers and employees. These indemnification obligations could result in our incurring substantial expenditures to cover the
cost of settlement or damage awards against directors, officers and employees, which we may be unable to recoup. These provisions and
resultant costs may also discourage us from bringing a lawsuit against directors, officers and employees for breach of their fiduciary
duties, and may similarly discourage the filing of derivative litigation by our shareholders against our directors, officers and employees
even though such actions, if successful, might otherwise benefit the Company and our shareholders.

 We expect that we
will require additional debt and equity capital to pursue our business objectives and respond to business opportunities, challenges and/or
unforeseen circumstances. If such capital is not available to us, or is not available on favorable terms, our business, operating results
and financial condition may be harmed.

 We expect that we will
require additional capital to pursue our business objectives and respond to business opportunities, challenges and/or unforeseen circumstances,
including to increase our marketing expenditures in order to improve our brand awareness, build our non-ferrous metal inventory, develop
new customers, enhance our operating infrastructure and acquire complementary technologies. Accordingly, we may need to engage in equity,
debt or other types of financings to secure additional funds. Additional funds may not be available when we need them on terms that are
acceptable to us, or at all. In addition, any debt financing that we secure in the future could involve restrictive covenants which may
make it more difficult for us to obtain additional capital and to pursue business opportunities.

 Volatility in the
credit markets may also have an adverse effect on our ability to obtain debt financing. If we raise additional funds through further
issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity
securities we issue could have rights, preferences and privileges superior to those of our Common Stock. If we are unable to obtain
adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to pursue our business
objectives and to respond to business opportunities, challenges or unforeseen circumstances could be significantly limited, and our
business, operating results, financial condition and prospects could be adversely affected.

 Increasing scrutiny
and changing expectations from investors, lenders, customers, and other market participants with respect to our Environmental, Social
and Governance ("ESG") policies and activities may impose additional costs on us or expose us to additional risks.

 Companies across all
industries and around the globe are facing increasing scrutiny relating to their ESG policies, initiatives and activities by investors,
lenders, customers, and other market participants. In the U.S., amongst other regulatory efforts, in March 2021, the SEC announced the
creation of a Climate and ESG Task Force in the Division of Enforcement and in March 2022, the SEC proposed rules that would require public
companies to disclose certain climate-related information in periodic filings with the SEC. Our disclosures on these matters or a failure
to satisfy evolving stakeholder expectations for ESG practices and reporting may potentially harm our reputation and impact employee retention
and access to capital. In addition, our failure, or perceived failure, to pursue or fulfill our goals, targets, and objectives or to satisfy
various reporting standards within the timelines we announce, or at all, could expose us to government enforcement actions and private
litigation.

 We expect regulatory
requirements related to ESG matters to continue to expand globally and increase our costs of compliance. Our ability to achieve any goal
or objective, including with respect to environmental and diversity initiatives and compliance with ESG reporting standards, is subject
to numerous risks, many of which are outside of our control. Examples of such risks include the availability and cost of technologies
and products that meet sustainability, evolving regulatory requirements affecting ESG standards or disclosures, our ability to recruit,
develop, and retain diverse talent in our labor markets, and our ability to develop reporting processes and controls that comply with
evolving standards for identifying, measuring and reporting ESG metrics. As ESG best-practices, reporting standards, and disclosure requirements
continue to develop, we may incur increasing costs related to maintaining or achieving our ESG goals in addition to ESG monitoring and
reporting. We risk damage to our brand and reputation, impacts to our ability to secure government contracts, or limited access to capital
markets and loans if we fail to adapt to, or comply with, investor, lender, customer or other stakeholder expectations and standards and
potential government regulation with respect to ESG matters, including in areas such as diversity and inclusion, environmental stewardship,
support for local communities and corporate governance and transparency.

 Our business could
be negatively impacted by the inflationary pressures which may decrease our operating margins and increase working capital investments
required to operate our business.

 The U.S. economy
has experienced rising inflation in 2022. A sustained increase in inflation may continue to increase our costs for labor, services,
and materials. Further our customers face inflationary pressures and resulting impacts, such as the tight labor market and supply
chain disruptions. The rate and scope of these various inflationary factors may increase our operating costs and capital
expenditures materially, which may not be readily recoverable in the prices of our services and may have an adverse effect on our
costs, operating margins, results of operations and financial condition. Additionally, Federal Reserve policies to combat
inflationary pressures, including the significant increases in prevailing interest rates that occurred during 2022 as a result of
the 425 aggregate basis point increase in the federal funds rate, and the associated macroeconomic impact on slowdown in economic
growth, could negatively impact our business.

 Our information systems
or data, or those of our service providers or customers or users could be subject to cyber-attacks or other security incidents, which
could result in data breaches, intellectual property theft, claims, litigation, regulatory investigations, significant liability, reputational
damage and other adverse consequences.

 We have continued to
expand our information technology systems as our operations grow. While we maintain information technology measures designed to protect
us against intellectual property theft, data breaches, sabotage and other external or internal cyber-attacks or misappropriation, our
systems and those of our service providers are potentially vulnerable to malware, ransomware, viruses, denial-of-service attacks, phishing
attacks, social engineering, computer hacking, unauthorized access, exploitation of bugs, defects and vulnerabilities, breakdowns, damage,
interruptions, system malfunctions, power outages, terrorism, acts of vandalism, security breaches, security incidents, inadvertent or
intentional actions by employees or other third parties, and other cyber-attacks. To the extent any security incident results in unauthorized
access or damage to or acquisition, use, corruption, loss, destruction, alteration or dissemination of our data, it could disrupt our
business, harm our reputation, compel us to comply with applicable data breach notification laws, subject us to time consuming, distracting
and expensive litigation, regulatory investigation and oversight, mandatory corrective action, require us to verify the correctness of
database contents, or otherwise subject us to liability under laws, regulations and contractual obligations, including those that protect
the privacy and security of personal information. This could result in increased costs to us and result in significant legal and financial
exposure and/or reputational harm.

 We also rely on service
providers, and similar incidents relating to their information technology systems could also have a material adverse effect on our business.
Our service providers, including our workforce management software provider, may be subject to ransomware and other security incidents,
and we cannot guarantee that our or our service providers' systems have not been breached or that they do not contain exploitable
defects, bugs, or vulnerabilities that could result in a security incident, or other disruption to, our or our service providers'
systems. Our ability to monitor our service providers' security measures is limited, and, in any event, malicious third parties
may be able to circumvent those security measures.

 Item 1B. Unresolved
Staff Comments.

 None.

 Item 1C. Cybersecurity

 Information technology
systems, including our website, email system, and various other online processes and functions, are critical to our business and operations.
The Company faces risks associated with cybersecurity, including operational interruptions, financial losses, personal information leakage
and non-compliance risks. For additional details on risks from cybersecurity threats, please refer to "Item 1A. Risk Factors —
We are subject to a variety of laws and regulations regarding cybersecurity and data protection, and any failure to comply with applicable
laws and regulations, including improper use or appropriation of personal information provided directly or indirectly by our customers
or end users, could have a material adverse effect on our business, financial condition and results of operations."

 We employed email correspondence
anti-leakage software and firewall system to our website. We have not identified any cybersecurity incidents or threats that have materially
affected us or are reasonably likely to materially affect us, including our business strategy, results of operations or financial condition.
Nevertheless, the changes in our business and operations may impact our cybersecurity program in the future.

 We will leverage internal
and external resources to support our cyber risk management efforts, such as vulnerability assessments, and employee cybersecurity awareness
training. We will engage the services of external information security service providers to help support our information technology environment,
assist with security monitoring, and help us draft and implement information security policies when necessary and/or appropriate. Further,
we will utilize third parties to help us monitor issues that are internally discovered or externally reported that may materially affect
our website and email systems, and we have processes to assess the potential cybersecurity impact or risk of these issues.

 The Audit Committee of
our Board of Directors (the "Audit Committee") oversees risks pertaining to cybersecurity. The Chief Operating Officer regularly
reports to the Audit Committee, and directly to the Board of Directors, as appropriate, on the state of our cybersecurity program and
provides updates on cybersecurity matters.

 Item 2. Description
of Property.

 Our principal executive
offices are located at 139, Xinzhou 11th Street, Futian District, Shenzhen, Guangdong, PRC 518000, where we leased approximately 476.04
square feet of office space pursuant to a lease agreement, which lasts from December 1, 2022 to November 30, 2024 with an annual rent
in the amount of RMB1.37 million (approximately US0.2 million).

 We do not own any real
property or have any land use rights.

 Item 3. Legal Proceedings.

 None.

 Item 4. Mine Safety
Disclosures.

 Not applicable.

 Item 5. Market for
Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 Market Information

 Our common stock is currently
listed on the NASDAQ Capital Market under the symbol "BYU."

 Recent Sales of Unregistered
Securities

 During the period covered by this annual report,
there were no sales by us of unregistered securities that were not previously reported by us in a Quarterly Report on Form 10-Q or Current
Report on Form 8-K.

 Holders

 We had 298 holders of
record of our common stock as of the date of this annual report.

 Dividends

 We did not declare or
pay any dividend in 2023 and do not plan to do so in the foreseeable future. Although we intend to retain our earnings, if any, to finance
the growth of our business, our board of directors will have the discretion to declare and pay dividends in the future, subject to applicable
PRC regulations and restrictions as described below. Future payment of dividends will depend upon our earnings, capital requirements,
and other factors, which our board of directors may deem relevant.

 In addition, due to
various restrictions under PRC laws on the distribution of dividends by WFOE, we may not be able to pay dividends to our
stockholders. The Foreign Investment Law of the PRC, as amended, its Implementing Rules and the Company Law of the PRC, as amended,
contain the principal regulations governing dividend distributions of wholly foreign-owned enterprises. Under these regulations,
wholly foreign-owned enterprises may pay dividends only out of their accumulated profits, if any, determined in accordance with PRC
accounting standards and regulations. Additionally, such companies are required to set aside a certain amount of their accumulated
profits each year, if any, for certain reserve funds. Our accumulated reserve funds now reach and remain above 50% of the registered
capital amount. These reserves are not distributable as cash dividends except in the event of liquidation and cannot be used for
working capital purposes. Furthermore, if our subsidiaries and affiliates in China incur debt on their own in the future, the
instruments governing the debt may restrict its ability to pay dividends or make other payments. If we or our subsidiaries and
affiliates are unable to receive all of the revenues from our operations through the current contractual arrangements, we may be
unable to pay dividends on our common stock.

 Item 6. [Reserved].

 Item 7. Management's
Discussion and Analysis of Financial Condition and Results of Operations.

 Overview

 As of December 31, 2023,
the Company had two business lines, which are the commodities trading business and supply chain management services.

 The commodity trading business primarily involves
purchasing non-ferrous metal products, such as aluminum ingots, copper, silver, and gold, from metal and mineral suppliers and then selling
to customers. In connection with the Company's commodity sales, in order to help customers to obtain sufficient funds to purchase
various metal products and also help metal and mineral suppliers to sell their metal products, the Company launched its supply chain management
service in December 2019. The Company primarily generates revenues from bulk non-ferrous commodity products, and from providing related
supply chain management services in the PRC.

 The Company sources bulk
commodity products from non-ferrous metal and mines or its designated distributors and then sells to manufacturers who need these metals
in large quantities. The Company works with suppliers in the sourcing of commodities. Major suppliers include various metal and mineral
suppliers such as Kunsteel Group, Baosteel Group, Aluminum Corporate of China Limited, Yunnan Benyuan, Yunnan Tin, and Shanghai Copper.
The Company's target customers include large infrastructure companies such as China National Electricity, Datang Power, China Aluminum
Foshan International Trade, Tooke Investment (China), CSSC International Trade Co., Ltd., Shenye Group, and Keliyuan.

 Supply Chain Management
Services

 We offer a distribution
service to bulk suppliers of precious metals by acting as a sales intermediary, procuring small to medium-sized buyers through our own
professional sales team and channels and distributing to them the bulk precious metals of the suppliers. Upon the execution of a purchase
order from our sourced buyers, we charge the suppliers with a commission fee ranging from 1% to 2% of the distribution order, depending
on the size of the order. For the year ended December 31, 2023, the Company earned commodity distribution commission fees of $67,981 from
facilitating such sales transactions with nine third party customers. For the year ended December 31, 2022, the Company earned commodity
distribution commission fees of $1,391,903 from facilitating such sales transactions with twenty third party customers.

 Competition

 The Company mainly competes
against other large domestic commodity metal product trading service providers such as Xiamen International Trade and Yijian Shares. Currently,
the principal competitive factors in the non-ferrous metal commodities trading business are price, product availability, quantity, service,
and financing terms for purchases and sales of commodities.

 Applicable Government
Regulations

 Shenzhen Baiyu Jucheng
has obtained all material approvals, permits, licenses and certificates required for our metal product trading operations, including registrations
from the local business and administrative department authorizing the purchase of raw materials.

 Recent developments

 (1)

 Settlement of Convertible Promissory Notes

 The Company settled the convertible promissory
notes issued on March 13, 2023 in favor of Streeterville Capital, LLC, of $150,000 on February 1, 2024, and $150,000 on February 15,
2024, respectively, and issued 160,174 and 152,650 shares of the Company's common stock to Streeterville Capital, LLC on February
1, 2024 and February 15, 2024, respectively.

 Key Factors Affecting
Our Results of Operation

 The commodities trading
industry is also experiencing decreasing demand as a result of China's overall economic slowdown. We expect competition in commodities
trading business to persist and intensify.

 We have a limited operating
history having just started our commodities trading business in late December 2019. We believe our future success depends on our ability
to significantly increase sales as well as maintain profitability from our operations. Our limited operating history makes it difficult
to evaluate our business and future prospects. You should consider our future prospects in light of the risks and challenges encountered
by a company with a limited operating history in an emerging and rapidly evolving industry. These risks and challenges include, among
other things,

 our ability to continue our growth as well as maintain profitability;

 preservation of our competitive position in commodities trading industry in China;

 our ability to implement our strategies and make timely and effective responses to competition and changes in customer preferences; and

 recruitment, training and retaining of qualified managerial and other personnel.

 Our business requires
a significant amount of capital in large part due to needing to purchase a bulk volume of commodities, and expand our business in existing
markets and to additional markets where we currently do not have operations.

 Results of Operations

 Year Ended December
31, 2023 as Compared to Year Ended December 31, 2022

 Change

 2023

 2022

 Amount

 %

 Revenues

 Sales of commodity products – third parties

 $
 134,558,086

 $
 155,443,398

 $
 (20,885,312
)

 (13
)%

 Supply chain management services – third parties

 67,981

 1,391,903

 (1,323,922
)

 (95
)%

 Total revenue

 134,626,067

 156,835,301

 (22,209,234
)

 (14
)%

 Cost of revenue

 Commodity product sales – third parties

 (134,756,423
)

 (155,789,519
)

 21,033,096

 (14
)%

 Supply chain management services – third parties

 (59,118
)

 (7,525
)

 (51,593
)

 %

 Total cost of revenue

 (134,815,541
)

 (155,797,044
)

 20,981,503

 (13
)%

 Gross profit (loss)

 (189,474
)

 1,038,257

 (1,227,731
)

 (118
)%

 Operating expenses

 Selling, general, and administrative expenses

 (16,591,688
)

 (8,844,739
)

 (7,746,949
)

 %

 Share-based payment for service

 -

 (44,000
)

 44,000

 (100
)%

 Total operating cost

 (16,591,688
)

 (8,888,739
)

 (7,702,949
)

 %

 Other income (expenses), net

 Interest income

 20,103,265

 17,035,200

 3,068,065

 %

 Interest expenses

 (605,430
)

 (523,980
)

 (81,450
)

 %

 Amortization of beneficial conversion feature relating to issuance of convertible promissory notes

 (982,961
)

 (1,212,617
)

 229,656

 (19
)%

 Other income (expense), net

 15,019

 59,088

 (44,069
)

 (75
)%

 Total other income, net

 18,529,893

 15,357,691

 3,172,202

 %

 Net income before income taxes

 1,748,731

 7,507,209

 (5,758,478
)

 (77
)%

 Income tax expenses

 (4,015,056
)

 (3,253,672
)

 (761,384
)

 %

 Net income (loss)

 $
 (2,266,325
)

 $

 $
 (6,519,862
)

 (153
)%

 Revenue

 For the years ended December 31, 2023 and 2022
we generated revenue from the following two sources, including (1) revenue from sales of commodity products and (2) revenue from supply
chain management services. Total revenue decreased by $22,209,234 or 14% from $156,835,301 for the year ended December 31, 2022 to $134,626,067
for the year ended December 31, 2023 among which revenue from commodity trading, supply chain management services for 99.9% and 0.1%,
respectively, of our total revenue for the year ended December 31, 2023. The decrease of revenue from sales of commodity products is mainly
due to the decrease in the average unit sales price of zinc ingots from $3.58 per kilogram for the year ended December 31, 2022 to $3.07
per kilogram for the year ended December 31, 2023, and the annual consumption of zinc plating in China for the year ended December 31,2023
was about 4,930,000 tons, down from 4,980,000 tons for the year ended December 31, 2022.

 (1) Revenue
from sales of commodity products

 For the year ended December 31, 2023 the Company
sold non-ferrous metals to twenty-three third party customers at fixed prices, and earned revenues of $134,558,086 when the product ownership
was transferred to its customers.

 For the year ended December 31, 2022, the Company
sold non-ferrous metals to twenty-nine third party customers at fixed prices, and earned revenues of $155,443,398 when the product ownership
was transferred to its customers.

 (2) Revenue
from supply chain management services

 In connection with the
Company's commodity sales, in order to help customers to obtain sufficient funds to purchase various metal products and also help
metal and mineral suppliers sell their metal products, the Company launched its supply chain management service business in December 2019,
which primarily consisted of commodity distribution services.

 Commodity distribution
service fees

 The Company utilizes its strong sales and marketing
expertise and customer network to introduce customers to large metal and mineral suppliers, and facilitate the metal product sales between
the suppliers and the customers. The Company merely acts as an agent in this type of transaction and earns a commission fee based on the
percentage of volume of metal products that customers purchase.

 Commodity distribution service fees are recognized
as revenue when the Company successfully facilitates the sales transactions between the suppliers and the customers. For
the year ended December 31, 2023, the Company earned commodity distribution commission fees of $67,981 from third party vendors compared
with $1,391,903 for the year ended December 31, 2022. The decrease was primarily due to a contraction in market demand which has been
reflected across the industry. It's important to note that while the revenue from these commissions has seen a reduction, this part of
our business contributes a minor share to our overall financial portfolio and is subject to normal market fluctuations.

 Cost of revenue

 Our cost of revenue primarily includes cost of
revenue associated with commodity product sales and cost of revenue associated with management services of supply chain. Total cost of
revenue decreased by $20,981,503 or 13% from $155,797,044 for the year ended December 31, 2022 to $134,815,541 for the year ended December
31, 2023, primarily due to an decrease of $21,033,096 in cost of revenue associated with commodity product sales. The cost of revenue
increased is in accordance to the decrease in sales.

 Cost of revenue associated
with commodity trading

 Cost of revenue primarily
consists of purchase costs of non-ferrous metal products.

 For the year ended December
31, 2023, the Company purchased non-ferrous metal products of $134,756,423 from twenty-three third party vendors.

 For the year ended December
31, 2022, the Company purchased non-ferrous metal products of $155,789,519 from twenty-nine third party vendors.

 Selling, general,
and administrative expenses

 Selling, general and
administrative expenses increased from $8,844,739 for the year ended December 31, 2022 to $16,591,688 for the year ended December 31,
2023, representing an increase of $7,746,949, or 88%. Selling, general and administrative expenses primarily consisted of salary and employee
benefits, office rental expense, amortizations of intangible assets and convertible promissory notes, professional service fees and finance
offering related fees. The increase was mainly attributable to (1) amortization of intangible assets of $7,967,272 for the year ended
December 31, 2023 as compared to $4,630,169 for the year ended December 31, 2022 and (2) In June 2023, the Company issued under its 2023
Stock Incentive Plan a total of 220,000 shares of common stock to employees, and recorded $5,688,000 in stock-based compensation expenses
for the year ended December 31, 2023.

 Share-based payment
for service

 On December 16,
2022, the Company issued 300,000 shares of the Company's common stock as compensation to a settlement and mutual release
agreement with White Lion Capital, LLC, a Nevada limited liability company, and recognized $324,000 share-based payment for service
to profit. and charged back $280,000 share-based payment for service to profit to a PR service provider.

 Interest income

 Interest income was primarily generated from loans
made to third parties and related parties. For the year ended December 31, 2023, interest income was $20,103,265 representing an increase
of $3,068,065, or 18% from $17,035,200 for the year ended December 31, 2022. The increase was due to the growth of loans made to third
party vendors for the year ended December 31, 2023. The balance of loan receivables was $240.43 million as of December 2023 which was
$97.26 million higher than that at December 31,2022.

 Amortization of beneficial
conversion feature and relative fair value of warrants relating to the issuance of convertible promissory notes

 For the year ended December 31, 2023, the item
represented the amortization of beneficial conversion feature of $982,961 of the three convertible promissory notes issued on May 6, 2022
and March 13, 2023.

 For the year ended December 31, 2022, the item
represented the amortization of beneficial conversion feature of $1,212,617 of the three convertible promissory notes issued on March
4, 2021, October 4, 2021 and May 6, 2022.

 Cash Flows and Capital
Resources

 We have financed our
operations primarily through shareholder contributions, cash flow from operations, borrowings from third parties and related parties,
and equity financing through private placement and public offerings of our securities.

 As reflected in the accompanying
audited consolidated financial statements, for the year ended December 31, 2023, the Company reported cash inflows of $9,547,516 from
operating activities. As of December 31, 2023, the Company positive working capital of $220,579,894.

 During
the year ended December 31, 2023, the Company entered into additional private placement agreements with certain private investors and
issued 700,000 shares of common stock for $42,350,000, 560,000 shares of common stock for $9,800,000, and 15,000,000 shares of common
stock for $31,350,000, respectively, and sold unsecured senior convertible promissory notes in the aggregate principal amount of $3,000,000. In
June 2023, the Company issued under its 2023 Stock Incentive Plan a total of 220,000 shares of common stock to employees for $5,688,000.

 The total gross proceeds
from these transactions were $92.82 million. The Company expects to use the proceeds from the equity financing as working capital to expand
its commodity trading business.

 Based on the foregoing
capital market activities, the management believes that the Company will continue as a going concern in the following 12 months.

 Statement of Cash
Flows

 The following table sets
forth a summary of our cash flows. For the years ended December 31, 2023 and 2022, respectively:

 2023

 2022

 Net Cash Provided by Operating Activities

 $
 9,547,516

 $
 4,335,359

 Net Cash Used in Investing Activities

 (100,086,699
)

 (125,537,746
)

 Net Cash Provided by Financing Activities

 92,816,751

 117,390,265

 Effect of exchange rate changes on cash and cash equivalents

 (1,654,267
)

 394,111

 Net (Decrease)/Increase in cash and cash equivalents

 623,301

 (3,418,011
)

 Cash at beginning of period

 4,311,068

 Cash from continuing operations

 $
 1,516,358

 $

 Net Cash Provided
by Operating Activities

 During the year ended
December 31, 2023, we had a cash inflow from operating activities of $9,547,516, an increase of $5,212,157 from a cash inflow of $4,335,359
for the year ended December 31, 2022. We incurred a net loss for the year ended December 31, 2023 of $2,266,325, a decrease of $6,519,862
from the year ended December 31, 2022, during which we recorded a net loss of $4,253,537.

 In addition to the change in profitability, the
increase in net cash provided by operating activities was the result of several factors, including: (1) non cash effects adjustments,
including amortization of intangible assets of $7,967,272 due to the larger cost of intangible assets of the subsidiary acquired in October
2022, amortization of beneficial conversion feature of convertible promissory notes of $1,059,198, amortization of discount on convertible
promissory notes of $350,000, and interest expenses for convertible promissory notes of $517,498; (2) an increase of $2,673,934 of advances
from customers due to account into revenue; (3) an increase of $2,669,689 due to Prepayments to suppliers increased; (4) an increase of
$1,971,249 of other current assets due to the interest receivables increased and (5) an increase of $1,295,505 of other current liabilities.

 Net Cash Used in Investing
Activities

 Net cash used in investing
activities for the year ended December 31, 2023 was $100,086,699 as compared to net cash used in investing activities of $125,537,746
for the year ended December 31, 2022.

 The cash used
in investing activities for the year ended December 31, 2023 was mainly for the loans disbursed to third parties of $136,181,479, collected
loans from third partis of $36,028,836.

 Net Cash Provided
by Financing Activities

 During
the year ended December 31, 2023, the cash provided by financing activities was mainly attributable to cash raised from certain private
placement, specifically, the Company entered into certain private placement agreements with certain private investors and issued 700,000
shares of common stock for $42,350,000, 560,000 shares of common stock for $9,800,000, and 15,000,000 shares of common stock for $31,350,000,
respectively, and sold unsecured senior convertible promissory notes in the aggregate principal amount of $3,000,000. In
June 2023, the Company issued under its 2023 Stock Incentive Plan a total of 220,000 shares of common stock to employees for $5,688,000.

 Contractual Obligations

 As of December 31, 2023,
the Company had one lease arrangement with an unrelated third party. The lease term was within 23 months, which will be due in November
2024. As of the date of this report, the Company cannot reasonably assess whether it will renew the lease term. The lease commitment was
as following table:

 Payment due by December 31

 Total

 2024

 2025

 2026

 Operating lease commitments for property management expenses under lease agreement

 11,714

 $
 11,714

 -

 -

 We do not have any off-balance
sheet arrangements as of December 31, 2023.

 Critical Accounting
Policies

 Please refer to Note
2 of the Consolidated Financial Statements included in this Form 10-K for details of our critical accounting policies.

 Item 7A. Quantitative
and Qualitative Disclosures About Market Risk.

 Not applicable.

 Item 8. Financial
Statements and Supplementary Data.

 Our consolidated financial
statements and notes thereto and the report of Enrome LLP, our independent registered public accounting firm for the fiscal year ended
December 31, 2023, and the report of Audit Alliance LLP, our independent registered public accounting firm for the fiscal year ended
December 31, 2022, respectively, are set forth on pages F-1 through F-38 of this report.

 Item 9. Changes in
and Disagreements with Accountants on Accounting and Financial Disclosure.

 None.

 Item 9A. Controls
and Procedures.

 Evaluation of Disclosure
Controls and Procedures

 Based on an evaluation
under the supervision and with the participation of the Company's management, the Company's principal executive officer and
principal financial officer have concluded that the Company's disclosure controls and procedures as defined in Rules 13a-15(e) and
15d-15(e) under the Exchange Act were not effective as of December 31, 2023 to provide reasonable assurance that information required
to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported
within the time periods specified in the Securities and Exchange Commission (" SEC ") rules and forms, and (ii) accumulated
and communicated to the Company's management, including its principal executive officer and principal financial officer, as appropriate,
to allow timely decisions regarding required disclosure.

 Inherent Limitations
over Internal Controls

 The Company's internal
control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with U.S. GAAP. The Company's internal control over financial
reporting includes those policies and procedures that:

 i)

 pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company's assets;

 ii)

 provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that the Company's receipts and expenditures are being made only in accordance with authorizations of the Company's management and directors; and

 iii)

 provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the financial statements.

 Management,
including the Company's principal executive officer and principal financial officer, does not expect that the Company's
internal controls will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can
provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control
system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their
costs. Because of the inherent limitations in all control systems, no evaluation of internal controls can provide absolute assurance
that all control issues and instances of fraud, if any, have been detected. Also, any evaluation of the effectiveness of controls in
future periods are subject to the risk that those internal controls may become inadequate because of changes in business conditions,
or that the degree of compliance with the policies or procedures may deteriorate.

 Management's
Annual Report on Internal Control over Financial Reporting

 Our management, including
our Chief Executive Officer and our Chief Financial Officer, has assessed the effectiveness of our internal control over financial reporting as
defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act as of December 31, 2023. Our internal control over financial reporting is
a process designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial
statements for external purposes in accordance with U.S. GAAP and includes those policies and procedures that (1) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company; (2)
provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in
accordance with U.S. GAAP, and that receipts and expenditures of our company are being made only in accordance with authorizations of
our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of the unauthorized acquisition,
use or disposition of our company's assets that could have a material effect on the consolidated financial statements. Because of
its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness of our internal control over financial reporting to future periods are subject to the risks that controls
may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 In making this assessment,
management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO 2013) in Internal
Control-Integrated Framework. Our Management believes that, as of December 31, 2023, our internal control over financial reporting was
not effective based on those criteria.

 A "material weakness"
is defined under the SEC rules as a deficiency, or a combination of deficiencies, in internal control over financial reporting such that
there is a reasonable possibility that a material misstatement of a company's annual or interim financial statements will not be
prevented or detected on a timely basis by our internal controls. A significant deficiency is a deficiency, or a combination of deficiencies,
in internal control over financial reporting that is less severe than a material weakness; yet important enough to merit attention by
those responsible for oversight of the Company's financial reporting.

 As a result of its review,
management concluded that we had material weaknesses in our internal control over financial reporting process consisting of the following:

 Certain personnel primarily
responsible for the preparation of our financial statements require additional requisite levels of knowledge, experience and training
in the application of U.S. GAAP commensurate with our financial reporting requirements. The management thought that in light of the inexperience
of our accounting staff with respect to the requirements of U.S. GAAP-based reporting and SEC rules and regulations, we did not maintain
effective controls and did not implement adequate and proper supervisory review to ensure that significant internal control deficiencies
can be detected or prevented.

 Management's assessment
of the control deficiency over accounting and finance personnel as of December 31, 2023 including:

 There is a lack of formal procedures with handling different types of revenue recognition.

 Company management conducted extensive transactions with related parties without adequate control by the Audit Committee and the Board of Directors.

 There is a lack of procedures and documentation for dealing with related parties.

 There was no accountant with adequate U.S. GAAP knowledge working in the Company's Accounting Department. Part of the Company's U.S. GAAP reporting function was outsourced to external consultant;

 The Company has insufficient written policies and procedures for accounting and financial reporting, which led to inadequate financial statement closing process.

 Based on the above factors,
management concluded that the control deficiency over accounting and finance personnel was the material weaknesses as of December 31,
2023, as our accounting staff continues to lack sufficient U.S. GAAP experience and requires further substantial training.

 Management Plan
to Remediate Material Weaknesses

 We expect to implement
the following measures in 2024 to continue to remediate the material weaknesses identified:

 To establish additional written policies and procedures for accounting and financial reporting to improve the Company's financial statement closing process.

 To appoint a monitor to oversee corporate governance and legal compliance matters. The monitor should be appointed for a period of at least 18 months, and should report directly to the Audit Committee.

 To retain one or two additional independent, bilingual Chinese and English-speaking directors. They should assist and augment the efforts of the Company's current independent directors.

 To establish an internal audit function to assist the Audit Committee with compliance requirements and improvement of overall internal control.

 To establish and maintain (i) a control process for the accounting implication assessment of all significant payments, particularly those that are non-routine; (ii) a control process for maintaining all supporting documentation regarding all non-routine transactions.

 To continue providing applicable training for our financial and accounting staff in the Company's Accounting Department to enhance their understanding of U.S. GAAP and internal control over financial reporting.

 To continue providing applicable training for the Company's accounting manager to improve the Company's internal review process.

 Changes in Internal
Control over Financial Reporting

 The Company tried to
make some changes (excluding corrective actions with regard to significant deficiencies or material weaknesses) in our internal control
over financial reporting during the fourth quarter of 2023 that have materially affected or are reasonably likely to materially affect
our internal control over financial reporting.

 The Company has appointed a new accounting manager to improve the Company's internal review process.

 The Company has established additional written policies and procedures for accounting and financial reporting to improve the Company's financial statement closing process.

 The Company has established and maintained (i) a control process for the accounting implication assessment of all significant payments, particularly those that are non-routine; (ii) a control process for maintaining all supporting documentation regarding all non-routine transactions.

 The Company provides applicable training for our financial and accounting staff in the Company's Accounting Department to enhance their understanding of U.S. GAAP and internal control over financial reporting.

 Item 9B. Other Information.

 During the quarter ended
December 31, 2023, none of the Company's officers (as defined in Rule 16a-1(f) under the Exchange Act, as amended) or directors
 adopted, modified, or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement",
as each term is defined in Item 408(a) of Regulation S-K under the Exchange Act.

 Item 9C. Disclosure
Regarding Foreign Jurisdictions that Prevent Inspections.

 Not Applicable.

 Item 10. Directors,
Executive Officers and Corporate Governance.

 Executive Officers,
Key Employees and Directors

 The following table sets
forth certain information concerning our executive officers, key employees, and directors:

 Name

 Age

 Position

 Chief Executive Officer, President and Chairwoman of the Board

 Chief Financial Officer, Director

 Xiangjun Wang

 Heung Ming (Henry) Wong

 Donghong Xiong

 The biographies of our
current directors and officers are set forth below.

 Ms. Renmei Ouyang
has served as the Chief Executive Officer (" CEO ") of the Company since January 9, 2020. From October 17, 2019 to January
9, 2020, Ms. Ouyang has served as the chief operating officer of the Company. Ms. Ouyang has served as the chairwoman of Tongdaw Group
from 2011 to September 2019. She was the founder of Tongdaw E-Commerce in 2011. Ms. Ouyang was the founder of Zhonghui Daoming Group in
2006. She has served as the foreign exchange trading manager of CITIC Group, the deputy general manager in investment banking department
of Beijing Securities, and the managing director of the international department of First Venture Securities. She holds a bachelor's
degree in statistics from Renmin University of China and a master's degree in international finance from Peking University.

 Mr. Wenhao Cui,
served as the finance director of Tongdao E-commerce Group Limited (hereinafter referred to as " Tongdao Group ") from
August 2018 until September 9, 2023. From March 2016 to July 2018, Mr. Cui served as Supervisor of the Finance Department Shenzhen Color
Life Services Group Co., LTD. (HKEX: 01778). From March 2015 to February 2016, Mr. Cui worked as a financial assistant in Dongguan Yinji
Group Co., LTD. Mr. Cui graduated from Jinan University in Guangdong, China. Mr. Cui entered into an employment agreement with the Company,
which sets his annual compensation at $30,000 and establishes other terms and conditions governing his service to the Company.

 Mr. Xiangjun Wang
has served as a member of the Board since December 14, 2020 and as a partner and practicing lawyer of Beijing Junzejun (Shenzhen) Law
Firm since 2010. From 2008 to 2010, he practiced as a lawyer of Guangdong Shenpeng Law Firm. Mr. Wang served as the managing director
of Shenzhen investment banking department of Pacific Securities Co., Ltd. from 2006 to 2008. He served as the deputy general manager of
Ruigu Technology (Shenzhen) Co., Ltd. from 2003 to 2006. From 1999 to 2003, Mr. Wang worked in the supply chain management department
and legal department of Huawei Technologies Co., Ltd. He is a licensed attorney and also a certified public accountant in China. Mr. Wang
obtained his bachelor's degree in theory of mechanical system and applied mechanics from Lanzhou University and his master's
degree in solid mechanics from Lanzhou University in 1999.

 Mr. Heung Ming (Henry)
Wong was the independent non-executive director of Shifang Holding Limited (SEHK: 1831) and Raffles Interiors Limited (SEHK: 1376)
since November 8, 2010 and March 30, 2020 respectively. Both companies are listed on the Main Board of the Hong Kong Stock Exchange. Mr.
Wong has more than 27 years of experience in finance, accounting, internal controls and corporate governance in the United States, Singapore,
China and Hong Kong. Prior to that, Mr. Wong was the chief financial officer of a Nasdaq listed Company, Meten EdtechX Education Group
Ltd (NASDAQ: METX) from June 2020 to March 2021. Mr. Wong was also the chief financial officer and senior finance executive of various
companies including being the chief financial officer of the Frontier Services Group Limited, a company listed on the Main Board of the
Stock Exchange (stock code: 0500) and the chief financial officer of Beijing Oriental Yuhong Waterproof Technology Co., Ltd., the leading
waterproof materials manufacturer in China and a company listed on the Shenzhen Stock Exchange (SZSE: 2271). Mr. Wong began his career
in an international accounting firm and moved along in audit fields by taking some senior positions both in internal and external audits
including being a senior manager and a manager in PricewaterhouseCoopers, Beijing office and Deloitte Touche Tohmatsu, Hong Kong, respectively.
Mr. Wong graduated from City University of Hong Kong in 1993 with a bachelor's degree in accountancy and also obtained a master's
degree in electronic commerce from The Open University of Hong Kong in 2003. He is a fellow member of the Association of Chartered Certified
Accountants and the Hong Kong Institute of Certified Public Accountants.

 Mr. Donghong Xiong
has served as the managing director of Synergetic Innovation Fund Management Co., LTD. since 2014. He served as the M&A general manager
at Shanghai Search Media Group from 2007 to 2013. Mr. Xiong holds a bachelor's degree in philosophy from Sun Yat-Sen University
and also received his MBA and PhD in scientific philosophy from Sun Yat-Sen University.

 Director Independence

 Our Board reviewed the
materiality of any relationship that each of our directors has with us, either directly or indirectly. Based on this review, it is determined
that Heung Ming (Henry) Wong, Xiangjun Wang and Donghong Xiong are "independent directors" as defined by NASDAQ.

 Committees of the
Board of Directors

 We have established an
audit committee, a compensation committee and a nominating and governance committee. Each of the committees of the Board has the composition
and responsibilities described below.

 Audit Committee

 Xiangjun Wang, Donghong
Xiong, and Heung Ming (Henry) Wong are members of our Audit Committee, where Heung Ming (Henry) Wong serves as the chairman. All members
of our Audit Committee satisfy the independence standards promulgated by the SEC and by NASDAQ as such standards apply specifically to
members of audit committees.

 We have adopted and approved
a charter for the Audit Committee. In accordance with our Audit Committee Charter, our Audit Committee shall perform several functions,
including:

 evaluates the independence and performance of, and assesses the qualifications of, our independent auditor, and engages such independent auditor;

 approves the plan and fees for the annual audit, quarterly reviews, tax and other audit-related services, and approves in advance any non-audit service to be provided by the independent auditor;

 monitors the independence of the independent auditor and the rotation of partners of the independent auditor on our engagement team as required by law;

 reviews the financial statements to be included in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q and reviews with management and the independent auditors the results of the annual audit and reviews of our quarterly financial statements;

 oversees all aspects of our systems of internal accounting control and corporate governance functions on behalf of the Board;

 reviews and approves in advance any proposed related-party transactions and reports to the full Board on any approved transactions; and

 provides oversight assistance in connection with legal, ethical and risk management compliance programs established by management and the Board, including Sarbanes-Oxley Act implementation, and makes recommendations to the Board regarding corporate governance issues and policy decisions.

 It is determined that
Heung Ming (Henry) Wong possesses accounting or related financial management experience that qualifies him as an "audit committee
financial expert" as defined by the rules and regulations of the SEC.

 Compensation Committee

 Xiangjun Wang, Donghong
Xiong and Heung Ming (Henry) Wong are members of our Compensation Committee where Donghong Xiong serves as the chairwoman. All members
of our Compensation Committee are qualified as independent under the current definition promulgated by NASDAQ. We have adopted a charter
for the Compensation Committee. In accordance with the Compensation Committee's Charter, the Compensation Committee is responsible
for overseeing and making recommendations to the Board regarding the salaries and other compensation of our executive officers and general
employees and providing assistance and recommendations with respect to our compensation policies and practices.

 Nominating and Governance
Committee

 Xiangjun Wang, Donghong
Xiong and Heung Ming (Henry) Wong are the members of our Nominating and Governance Committee where Xiangjun Wang serves as the chairman.
All members of our Nominating and Governance Committee are qualified as independent under the current definition promulgated by NASDAQ.
Our Board adopted and approved a charter for the Nominating and Governance Committee. According to the Nominating and Governance Committee's
Charter, the Nominating and Governance Committee is responsible for identifying and proposing new potential director nominees to the board
of directors for consideration and review our corporate governance policies.

 Code of Conduct and
Ethics

 We have adopted a code
of conduct and ethics applicable to our directors, officers and employees in accordance with applicable federal securities laws and NASDAQ
rules. A copy of such code of conduct and ethics will be provided free of charge upon request made to our principal executive office.

 Section 16 Compliance

 Section 16(a) of the
Exchange Act requires our directors, officers and persons who own more than 10% of our common stock to file with the SEC initial reports
of ownership and reports of changes in ownership of common stock and other of our equity securities. To our knowledge, based solely on
review of the copies of such reports furnished to us, Section 16(a) filings applicable to officers, directors and greater than 10% shareholders
were timely made during the fiscal year 2023.

 Family Relationships

 There are no family relationships
between or among the members of the Board or other executive officers of the Company.

 Legal Proceedings
Involving Officers and Directors

 To the knowledge of the
Company after reasonable inquiry, no Director Nominee during the past ten years, or any promoter who was a promoter at any time during
the past five fiscal years, has (1) been subject to a petition under the Federal bankruptcy laws or any state insolvency law was filed
by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or
any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business
association of which he was an executive officer at or within two years before the time of such filing; (2) been convicted in a criminal
proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) been the
subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently
or temporarily enjoining him from, or otherwise limiting, the following activities: (i) acting as a futures commission merchant, introducing
broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by
the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker
or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association
or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; (ii) engaging in any type
of business practice; or (iii) engaging in any activity in connection with the purchase or sale of any security commodity or in connection
with any violation of Federal or State securities laws or Federal commodities laws; (4) been the subject of any order, judgment or decree,
not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more
than 60 days the right of such person to engage in any activity described in paragraph (3)(i) of this section, or to be associated with
persons engaged in any such activity; (5) been found by a court of competent jurisdiction in a civil action or by the SEC to have violated
any Federal or State securities law, and the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended,
or vacated; (6) been found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have
violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has
not been subsequently reversed, suspended or vacated; (7) been the subject of, or a party to, any Federal or State judicial or administrative
order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: (i) any Federal
or State securities or commodities law or regulation; or (ii) any law or regulation respecting financial institutions or insurance companies
including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary
or permanent cease-and-desist order, or removal or prohibition order; or (iii) any law or regulation prohibiting mail or wire fraud or
fraud in connection with any business entity; or (8) been the subject of, or a party to, any sanction or order, not subsequently reversed,
suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Securities Exchange Act, as amended,
any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29)), or any equivalent exchange, association,
entity or organization that has disciplinary authority over its members or persons associated with a member.

 Item 11. Executive
Compensation.

 The following table provides
disclosure concerning all compensation paid for services to BYU in all capacities for our fiscal years ended 2023 and 2022 provided by
our executive directors.

 Summary Compensation
Table

 Name and Principal Position

 Fiscal
 Year

 Salary
 ($)

 Bonus
 ($)

 Stock
 Awards
 ($)

 Option
 Awards
 ($)

 Other
 Compensation
 ($)

 Total
 ($)

 Renmei Ouyang (1)

 2023

 80,000

 -

 -

 -

 -

 80,000

 (CEO, Former COO)

 2022

 600,000

 -

 -

 -

 -

 600,000

 Wenhao Cui (2)

 2023

 -

 -

 -

 -

 (CFO)

 2022

 -

 -

 -

 -

 -

 -

 Tianshi Yang (3)

 2023

 45,000

 45,000

 2022

 78,800

 78,800

 (1)

 Ms. Renmei Ouyang was appointed as the CEO of the Company on January 9, 2020. Ms. Renmei is entitled to an annual base salary of $80,000 pursuant to the employment agreement she has with the Company.

 (2)

 Mr. Wenhao Cui was appointed as the CFO of the Company on September 11, 2023. Mr. Wenhao is entitled to an annual base salary of $30,000 pursuant to the employment agreement he has with the Company.

 (3)

 Mr. Tianshi (Stanley) Yang was appointed as the CFO of the Company on June 11, 2021, and resigned from his position on September 11, 2023.

 Grants of Plan Based
Awards in the Fiscal Year Ended December 31, 2023

 During the fiscal year
ended December 31, 2023, no shares of common stock were granted to our officers and directors under the plan.

 Outstanding Equity
Awards at Fiscal Year-End

 None.

 Director Compensation

 The following table represents
compensation earned by our non-executive directors in 2023.

 Name

 Fees
 earned

 in cash
 ($)

 Stock
 awards

 ($)

 Option
 awards

 ($)

 All other
 compensation

 ($)

 Total
 ($)

 Xiangjun Wang (1)

 $
 -

 20,000

 -

 -

 20,000

 Heung Ming (Henry) Wong (2)

 $
 -

 -

 -

 Donghong Xiong (3)

 $
 -

 -

 -

 (1)

 Mr. Xiangjun Wang was appointed as a director of the Company on December 14, 2020 and has received annual compensation of 100,000 shares of common stock of the Company during 2023, about $20,000 value.

 (2)

 Mr. Heung Ming (Henry) Wong was appointed as a director of the Company on April 27, 2021 and has received annual compensation of 150,000 shares of common stock of the Company during 2023, about $ 30,000 value.

 (3)

 Mr. Donghong Xiong was appointed as a director of the Company on February 8, 2021 and has received annual compensation of 150,000 shares of common stock of the Company during 2023, about $30,000 value.

 Item 12. Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 The following table sets
forth information regarding the beneficial ownership of our common stock as of March 22, 2024 by our officers, directors and 5% or greater
beneficial owners of common stock. There is no other person or group of affiliated persons, known by us to beneficially own more than
5% of our common stock.

 We have determined beneficial
ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess
sole or shared voting power or investment power with respect to those securities. The person is also deemed to be a beneficial owner of
any security of which that person has a right to acquire beneficial ownership within 60 days. Unless otherwise indicated, the person identified
in this table has sole voting and investment power with respect to all shares shown as beneficially owned by him, subject to applicable
community property laws.

 Name and address of Beneficial Owner (1)

 Number of
 Shares of
 Common
 Stock
 Beneficially
 Owned

 Percent of
 Class
 Beneficially
 Owned

 5% stockholders:

 Katie Ou (2)

 3,673,860

 18.57
 %

 FLYING HEIGHT CONSULTING SERVICES LIMITED (3)

 1,850,000

 9.35
 %

 FLYING HEIGHT TRADING CO.,LIMITED (4)

 1,500,000

 7.58
 %

 Qingying Yuan (5)

 1,200,000

 6.07
 %

 Shanchuan Tan (6)

 1,031,488

 5.21
 %

 Chao Luo (7)

 1,000,000

 5.05
 %

 Directors and Executive Officers:

 -

 *

 Donghong Xiong

 -

 *

 0.15
 %*

 Heung Ming (Henry) Wong

 -

 *

 Xiangjun Wang

 2,600

 0.01
 %*

 All officers and directors as a group (11 persons)

 10,287,948

 52.00
 %

 *

 Less than 1%

 (1)

 Unless otherwise indicated the address of the beneficial owners are c/o 139, Xinzhou 11th Street, Futian District, Shenzhen, Guangdong, PRC 518000.

 (2)

 Katie Ou's address is QUADRO RESIDENCES KLCC, C-03A-1 KUALA LUMPUR MALAYSIA.

 (3)

 FLYING HEIGHT CONSULTING SERVICES LIMITED address is NO.115, LANE 800, RUILIN ROAD NANXIANG TOWN, JIADING DISTRICT SHANGHAI CHINA.

 (4)

 FLYING HEIGHT TRADING CO.,LIMITED address is TAK WING INDUSTRY BLDS 3 TSUN WEN ROAD TUEN MUN NT CHINA

 (5)

 Qingying Yuan's address is BUILDING 19 TIANTONGYUAN CHANGPING DISTRICT BEIJING CHINA

 (6)

 Shanchuan Tan's address is PHASE 1, TIANMAHE NO.1, NO.5 LIHONG SOUTH ROAD, HUADU DISTRICT GUANGZHOU CITY GUANGDONG CHINA

 (7)

 Chao Luo's address is BUILDING 5 DONGJIANG GARDEN FENGGANG TOWN DONGGUAN GUANGDONG PROVINCE CHINA

 Item 13. Certain Relationships
and Related Transactions, and Director Independence.

 1) Nature of relationships
with related parties

 Name

 Relationship with the Company

 Guangzhou Chengji Investment Development Co., Ltd. (" Guangzhou Chengji ")

 Controlled by Mr. Weicheng Pan, who is a former independent director of the Company.

 Yunfeihu International E-commerce Group Co., Ltd (" Yunfeihu ")

 An affiliate of the Company, over which an immediate family member of chief executive officer owns equity interest and plays a role of director and senior management

 Shenzhen Tongdow International Trade Co., Ltd. (" TD International Trade ")

 Controlled by an immediate family member of chief executive officer of the Company

 Beijing Tongdow E-commerce Co., Ltd. (" Beijing TD ")

 Wholly owned by Tongdow E-commerce Group Co., Ltd. which is controlled by an immediate family member of chief executive officer of the Company

 Shanghai Tongdow Supply Chain Management Co., Ltd. (" Shanghai TD ")

 Controlled by an immediate family member of chief executive officer of the Company

 Guangdong Tongdow Xinyi Cable New Material Co., Ltd. (" Guangdong TD ")

 Controlled by an immediate family member of chief executive officer of the Company

 Yangzhou Tongdow E-commerce Co., Ltd. (" Yangzhou TD ")

 Controlled by an immediate family member of chief executive officer of the Company

 Tongdow (Zhejiang) Supply Chain Management Co., Ltd. (" Zhejiang TD ")

 Controlled by an immediate family member of chief executive officer of the Company

 Shenzhen Meifu Capital Co., Ltd. (" Shenzhen Meifu ")

 Controlled by chief executive officer of the Company

 Shenzhen Tiantian Haodian Technology Co., Ltd. (" TTHD ")

 Wholly owned by Shenzhen Meifu

 Hainan Tongdow International Trade Co., Ltd. (" Hainan TD ")

 Controlled by an immediate family member of chief executive officer of the Company

 Yunfeihu modern logistics CO., Ltd (" Yunfeihu Logistics ")

 Controlled by an immediate family member of chief executive officer of the Company

 Shenzhen Tongdow Jingu Investment Holding Co., Ltd (" Shenzhen Jingu ")

 Controlled by an immediate family member of chief executive officer of the Company

 Tongdow E-commerce Group Co., Ltd (" TD E-commerce ")

 Controlled by an immediate family member of chief executive officer of the Company

 Katie Ou

 Shareholder of BAIYU Holdings, Inc.

 2) Balances with related
parties

 As of December 31, 2023
and 2022, the balances with related parties were as follows:

 Due from related
parties

 As of December 31, 2023 and 2022, no balance of
due from related parties.

 -

 Due to related parties

 2023

 2022

 TD E-commerce

 $

 $

 Other related parties

 -

 -

 Total due to related parties

 $

 $

 3) Transactions with
related parties

 Revenues generated
from related parties:

 For the years ended December
31, 2023 and 2022, the Company generated revenues from below related party customers:

 2023

 2022

 Revenue from sales of commodity products

 Yunfeihu

 $
 -

 $
 -

 Yangzhou TD

 $
 -

 -

 Total revenues generated from related parties

 $
 -

 $
 -

 Purchases from a related
party:

 For the years ended December
31, 2023 and 2022, the Company purchased commodity products from below related party vendors:

 2023

 2022

 Purchase of commodity products

 Yangzhou TD

 $

 -

 $

 -

 Yunfeihu

 -

 -

 TD International Trade

 -

 -

 Hainan TD

 -

 -

 Zhejiang TD

 -

 -

 $

 -

 $

 -

 Item 14. Principal
Accountant Fees and Services.

 The following table shows
the fees that were billed for audit and other services during the fiscal years ended December 31, 2023 and 2022:

 For the Fiscal Years ended

 2023

 2022

 Audit Fees (1)

 $
 236,500

 $
 237,715

 Audit-related Fees (2)

 16,000

 88,500

 Tax Fees (3)

 -

 -

 All Other Fees (4)

 -

 -

 Total

 $
 252,500

 $
 326,215

 (1)

 Audit Fees - This category includes the audit of our annual financial statements, review of financial statements included in our Quarterly Reports on Form 10-Q, and services that are normally provided by independent auditors in connection with the engagement for fiscal years. This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or the review of interim financial statements.

 (2)

 Audit-Related Fees - This category consists of assurance and related services by our independent auditors that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under "Audit Fees."

 (3)

 Tax Fees - This category consists of professional services rendered by our independent auditors for tax compliance and tax advice. The services for the fees disclosed under this category include tax return preparation and technical tax advice.

 (4)

 All Other Fees - This category consists of fees for other miscellaneous items.

 The Audit Committee
of our board of directors has established its pre-approval policies and procedures, pursuant to which the Audit Committee approved the
relevant audit, tax and non-audit services provided by our previous auditor, Audit Alliance LLP, in 2022 and 2021; and audit, tax and
non-audit services provided by our current auditor, Enrome LLP, in 2023. Consistent with the Audit Committee's responsibility for
engaging our independent auditors, all audit and permitted non-audit services require pre-approval by the Audit Committee. The full Audit
Committee approves proposed services and fee estimates for these services. One or more independent directors serving on the Audit Committee
may be delegated by the full Audit Committee to pre-approve any audit and non-audit services. Any such delegation shall be presented
to the full Audit Committee at its next scheduled meeting. Pursuant to these procedures, the Audit Committee approved the audit services
provided by Audit Alliance LLP in 2022 and 2021 and the audit services provided by Enrome LLP in 2023.

 Item 15. Exhibits,
Financial Statement Schedules.

 (1)

 Financial Statements

 Financial Statements
and Report of Independent Registered Public Accounting Firms are set forth on pages F-1 through F-36 of this report.

 (2)

 Financial Statement Schedules

 Schedules are omitted
because the required information is not present or is not present in amounts sufficient to require submission of the schedule or because
the information required is given in the consolidated financial statements or the notes thereto.

 (3)

 Exhibits

 Exhibit

 Description

 3.1

 Certificate of Incorporation of Registrant, incorporated herein by reference to Exhibit 3.1 of the draft registration statement on Form DRS filed on February 14, 2013

 3.2

 Bylaws of Registrant, incorporated herein by reference to Exhibit 3.2 of the draft registration statement on Form DRS filed on February 14, 2013

 3.3

 Articles of Association of Wujiang Luxiang Rural Microcredit Co. Ltd., incorporated herein by reference to Exhibit 3.3 of the registration statement on Form S-1/A filed on June 27, 2013

 3.4

 Certificate of Approval of Wujiang Luxiang Rural Microcredit Co. Ltd., incorporated herein by reference to Exhibit 3.4 of the registration statement on Form S-1 filed on June 7, 2013

 3.5

 Certificate of Amendment of the Certificate of Incorporation of Registrant, incorporated herein by reference to Exhibit 3.5 of the registration statement on Form S-1/A filed on July 16, 2013

 3.6

 Certificate of Amendment to the Certificate of Incorporation of Registrant, incorporated herein by reference to Exhibit 3.1 of the Current Report on Form 8-K filed on January 16, 2019

 3.7

 Certificate of Amendment to the Certificate of Incorporation of Registrant, incorporated herein by reference to Exhibit 3.1 of the Current Report on Form 8-K filed on June 7, 2019

 3.8

 Certificate of Amendment to the Certificate of Incorporation of Registrant, incorporated herein by reference to Exhibit 3.1 of the Current Report on Form 8-K filed on March 12, 2020

 3.9

 Certificate of Amendment to Certificate of Incorporation of Registrant, incorporated herein by reference to Exhibit 3.1 of the Current Report on Form 8-K filed on April 21, 2021

 3.10

 Certificate of Amendment to Certificate of Incorporation of Registrant, incorporated herein by reference to Exhibit 3.1 of the Current Report on Form 8-K filed on August 17, 2022

 3.11

 Certificate of Amendment of Certificate of Incorporation, filed with the Secretary of State of Delaware on October 19, 2023, incorporated herein by reference to Exhibit 3.1 of the Current Report on Form 8-K filed on October 20, 2023

 10.1

 Amended and Restated Employment Agreement dated January 9, 2020 by and between Registrant and Renmei Ouyang, incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on January 10, 2020

 10.2

 Director Offer Letter, dated December 14, 2020, by and between the Company and Xiangjun Wang, incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on December 16, 2020

 10.3

 Director Offer Letter, dated February 8, 2021 by and between the Company and Donghong Xiong, incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on February 8, 2021

 10.4

 Director Offer Letter, dated April 27, 2021 by and between the Company and Heung Ming (Henry) Wong, incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on May 3, 2021

 10.5

 Employment Agreement, dated June 11, 2021 by and between the Company and Tianshi (Stanley) Yang, incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on June 11, 2021

 10.6

 Securities Purchase Agreement between the Company and Streeterville Capital, LLC, dated May 6, 2022, incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on May 10, 2022

 10.7

 Convertible Promissory Note dated May 6, 2022, incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed on May 10, 2022

 10.8

 Form of Common Stock Purchase Agreement, dated May 27, 2022, incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on May 31, 2022

 10.9

 Exclusive Business Cooperation Agreement, dated October 17, 2022, incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on October 18, 2022

 10.10

 Share Pledge Agreement, dated October 17, 2022, incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed on October 18, 2022

 10.11

 Exclusive Option Agreement, dated October 17, 2022, incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K filed on October 18, 2022

 10.12

 Power of Attorney, dated October 17, 2022, incorporated by reference to Exhibit 10.4 of the Current Report on Form 8-K filed on October 18, 2022

 10.13

 Timely Reporting Agreement, dated October 17, 2022, incorporated by reference to Exhibit 10.5 of the Current Report on Form 8-K filed on October 18, 2022

 10.14

 Form of Common Stock Securities Purchase Agreement dated November 6, 2022, incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on November 7, 2022

 10.15

 Settlement and Mutual Release Agreement, dated September 13, 2021, by and between TD Holdings, Inc. and White Lion Capital, LLC, incorporated by reference to Exhibit 10.26 of the Company's Registration Statement on Form S-1/A filed with the SEC on September 14, 2021)

 10.16

 Settlement and Restated Common Stock Purchase Agreement, dated December 12, 2022, by and between TD Holdings, Inc. and White Lion Capital, LLC, incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on December 14, 2022

 10.17

 Form of Common Stock Purchase Agreement, dated January 9, 2023, incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on January 10, 2023

 10.18

 Securities Purchase Agreement, dated March 13, 2023, incorporated by reference to Exhibit 10.1 of the Current Teprot on Form 8-K filed on March 13, 2023

 10.19

 Convertible Promissory Note, dated March 13, 2023, incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed on March 13, 2023

 10.20

 Form of Securities Purchase Agreement, dated July 31, 2023, incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on July 31, 2023

 10.21

 Employment Agreement, dated September 11, 2023 by and between the Company and Wenhao Cui, incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on September 11, 2023

 10.22

 Employment Agreement, dated September 11, 2023 by and between the Company and Ge Ouyang, incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed on September 11, 2023

 10.23

 Securities Purchase Agreement, dated as of November 16, 2023, incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on November 17, 2023

 16.1

 Letter From Audit Alliance LLP to the Securities and Exchange Commission, dated November 30, incorporated by reference to Exhibit 16.1 of the Current Report on Form 8-K filed on November 30, 2023

 19.1*

 Insider Trading Policy

 21.1*

 Subsidiaries of the Registrant

 23.1*

 Consent of Enrome LLP

 23.2*

 Consent of Audit Alliance LLP

 31.1*

 Certification by Chief Executive Officer pursuant to Sarbanes Oxley Section 302

 31.2*

 Certification by Chief Financial Officer pursuant to Sarbanes Oxley Section 302

 32.1**

 Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350

 32.2**

 Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350

 97*

 Clawback Policy

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 104.1

 104.2

 *

 Filed herewith.

 **

 Furnished herewith.

 SIGNATURES

 In accordance with Section
13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

 Date: March 22, 2024

 By:

 /s/ Renmei Ouyang

 Name:

 Title:

 Chief Executive Officer and

Chairwoman of the Board

(Principal Executive Officer)

 By:

 /s/ Wenhao Cui

 Name:

 Title:

 Chief Financial Officer and Director

(Principal Financial and Accounting Officer)

 In accordance with the
Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the
dates indicated.

 Signature

 Title

 Date

 /s/ Renmei Ouyang

 Chief Executive Officer and

 Chairwoman of the Board

 (Principal Executive Officer)

 /s/ Wenhao Cui

 Chief Financial Officer and Director

 (Principal Financial Officer
and

 Principal Accounting Officer)

 /s/ Xiangjun Wang

 Xiangjun Wang

 /s/ Heung Ming (Henry) Wong

 Heung Ming (Henry) Wong

 /s/ Donghong Xiong

 Donghong Xiong

 (FORMERLY TD Holdings, Inc.)

 INDEX TO FINANCIAL STATEMENTS

 Page

 Report of Independent Registered Public Accounting Firm ( Enrome LLP, Singapore, PCAOB ID:6907)

 Report of Independent Registered Public Accounting Firm( Audit Alliance LLP, Singapore, PCAOB ID:3487)

 Consolidated Balance Sheets at December 31, 2023 and 2022

 Consolidated Statement of Operations and Comprehensive Loss for the years ended December 31, 2023 and 2022

 Consolidated Statement of Changes in Shareholders' Equity for the years ended December 31, 2023 and 2022

 Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022

 Notes to the Consolidated Financial Statements

 F-12 - F-38

 F- 1

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

 To the Board of Directors and Shareholders of

 BAIYU Holdings, Inc and Subsidiaries

 Opinion on the Financial Statements

 We have audited the accompanying consolidated
balance sheets of BAIYU Holdings, Inc and its subsidiaries. (the "Company") as of December 31, 2023, the related consolidated
statements of operations and comprehensive loss, changes in shareholders' equity and cash flows, for the year ended December 31,2023,
and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated
financial statements present fairly, in all material respects, the financial position of the Company as of December 31,2023, and
the results of its operations and its cash flows for the year ended December 31, 2023, in conformity with accounting principles generally
accepted in the United States of America ("U.S. GAAP").

 Basis for Opinion

 These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements
based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audit in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we
engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding
of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's
internal control over financial reporting. Accordingly, we express no such opinion.

 Our audits included performing procedures to assess
the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides
a reasonable basis for our opinion.

 Critical Audit Matters

 The critical audit matters communicated below
are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated
to the audit committee and that: (1) related to accounts or disclosures that were material to the consolidated financial statements and
(2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter
in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit
matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which they relate.

 F- 2

 Valuation of Loans Receivable

 As described in Note 4 to the financial statements,
the Company monitors all loans receivable for delinquency and provides for estimated losses for specific receivables that are not
likely to be collected. As disclosed in the Note 4 to the financial statements, the balances of loans receivable from third parties were
$240.43 million as of December 31, 2023.

 The principal considerations for our determination
that auditing management's assessment of impairment of loans receivable is a critical audit matter included the significant judgment
made by management when considering factors in assessing collectability of the loan receivables as described above, as well as the likelihood
of the occurrence of these factors impacting the collectability. In turn, such management's assessment led to challenging and subjective
auditor judgment in performing our audit procedures.

 Our audit of valuation of loans receivable included,
but was not limited to, the following procedures:

 understanding of controls relating to management assessment of the loans receivable allowance;

 reviewing management's impairment assessment, including its supporting evidence such as subsequent repayments;

 examining original transaction related documents;

 confirming balance with the borrowers;

 searching public information for the operating and financial conditions of the borrowers;

 evaluating the sufficiency of the Company's disclosures to loans receivable.

 Goodwill-Shenzhen Qianhai Baiyu Supply
Chain Co., Ltd. ("Baiyu") and Shenzhen Tongdow Internet Technology Co., Ltd. ("Tongdow Internet Technology")

 As described in Note 2 and Note 3 to the consolidated
financial statements, the Company acquired the Baiyu and Tongdow Internet Technology in 2020 and 2022, respectively. The goodwill
arising on this acquisition amounted to $63.94 million and $93.60 million, respectively, as of December 31,2023.

 Management assessed goodwill for potential impairment
as of December 31 2023 by comparing the carrying amount of the cash-generating unit to which goodwill has been allocated with the recoverable
amount determined by assessing the value-in-use ("VIU") by preparing a discounted cash flow forecast. Preparing a discounted
cash flow forecast involves the exercise of significant management judgement, in particular in forecasting revenue growth and operating
profit and in determining an appropriate discount rate

 The Company's balance of goodwill
allocated to Baiyu and Tongdow Internet Technology as of December 31,2023 was $63.94 million and $93.60 million, respectively.
Goodwill is tested for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that it
might be impaired. The Company has elected to perform quantitative assessment. In the quantitative assessment, the Company's
evaluation of goodwill for impairment involves the comparison of the fair value of Baiyu and Tongdow Internet Technology to their
carrying value. The Company used the discounted cash flow model to estimate fair value, which requires management to make
significant estimates and assumptions related to discount rates and forecasts of future revenues and operating margins. Changes in
these assumptions could have a significant impact on either the fair value, the amount of any goodwill impairment charge. Based on
the quantitative assessment performed, if it is more likely than not that the fair value is less than its carrying amount. During
the year ended December 31, 2023, no impairment charge on goodwill was recognized based on the quantitative assessment
performed.

 F- 3

 We identified goodwill impairment for the Baiyu
and Tongdow Internet Technology as a critical audit matter because it is the material to the consolidated financial statements
of the Company and certain significant judgments in respect of the assumption made which are inherently uncertain and could be subject
to management bias made by management to estimate the fair value of the Baiyu and Tongdow Internet Technology and the difference between
its fair value and carrying value. This required a high degree of auditor judgment and an increased extent of effort, including the need
to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of management's estimates
and assumptions related to selection of the discount rate and forecasts of future revenue and operating margin.

 Our audit procedures relating to the discount
rate and forecasts of future revenue and operating margin used by management to estimate the fair value of the Baiyu and Tongdow Internet
Technology included the following, among others:

 We evaluated management's ability to accurately forecast future revenues and operating margins by comparing actual results to management's historical forecasts.

 We evaluated the reasonableness of management's revenue and operating margin forecasts by comparing the forecasts to historical revenues and operating margins.

 With the assistance of fair value specialists, we evaluated the reasonableness of the (1) valuation methodology and (2) discount rate by:

 a.

 Testing the source information underlying the determination of the discount rate and the mathematical accuracy of the calculation;

 b.

 Developing a range of independent estimates and comparing those to the discount rate selected by management.

 /s/ Enrome LLP

 Singapore

 PCAOB ID Number is 6907

 We have served as the Company's auditor
since 2023.

 F- 4

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

 To the Board of Directors and Shareholders of

 TD Holdings, Inc and Subsidiaries

 Opinion on the Consolidated Financial Statements

 We have audited the accompanying consolidated
balance sheets of TD Holdings, Inc and its subsidiaries. (the "Company") as of December 31, 2022, the related consolidated
statements of operations and comprehensive income (loss), changes in shareholders' equity and cash flows, for the year ended December 31,2022,
and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the financial
statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31,2022, and
the consolidated results of its operations and its cash flows for the year ended December 31, 2022, in conformity with accounting
principles generally accepted in the United States of America("U.S. GAAP").

 Basis for Opinion

 These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements
based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audit in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were
we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an
understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the
Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our audits included performing procedures to assess
the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides
a reasonable basis for our opinion.

 F- 5

 Critical Audit Matters

 The critical audit matters communicated below
are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated
to the audit committee and that: (1) related to accounts or disclosures that were material to the consolidated financial statements and
(2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter
in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit
matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which they relate.

 Valuation of Loans Receivable

 As described in Note 4 to the financial statements,
the Company monitors all loans receivable for delinquency and provides for estimated losses for specific receivables that are not
likely to be collected. As disclosed in the Note 4 to the financial statements, the balances of loans receivable from third parties were
$143.17 million as of December 31, 2022.

 The principal considerations for our determination
that auditing management's assessment of impairment of loans receivable is a critical audit matter included the significant judgment
made by management when considering factors in assessing collectability of the loan receivables as described above, as well as the likelihood
of the occurrence of these factors impacting the collectability. In turn, such management's assessment led to challenging and subjective
auditor judgment in performing our audit procedures.

 Our audit of valuation of loans receivable included,
but was not limited to, the following procedures:

 understanding
of controls relating to management assessment of the loans receivable allowance;

 reviewing
management's impairment assessment, including its supporting evidence such as subsequent repayments;

 examining
original transaction related documents;

 confirming
balance with the borrowers;

 searching
public information for the operating and financial conditions of the borrowers;

 evaluating
the sufficiency of the Company's disclosures to loans receivable.

 Goodwill-Shenzhen
Qianhai Baiyu Supply Chain Co., Ltd. ("Baiyu") and Shenzhen Tongdow Internet Technology Co., Ltd. ("Tongdow Internet
Technology")

 As described in Note 2 and Note 3 to the consolidated
financial statements, the Company acquired the Baiyu and Tongdow Internet Technology in 2020 and 2022, respectively. The goodwill
arising on this acquisition amounted to $65.02 million and $95.19 million, respectively, as of December 31,2022.

 Management assessed goodwill for potential impairment
as of December 31 2022 by comparing the carrying amount of the cash-generating unit to which goodwill has been allocated with the recoverable
amount determined by assessing the value-in-use ("VIU") by preparing a discounted cash flow forecast. Preparing a discounted
cash flow forecast involves the exercise of significant management judgement, in particular in forecasting revenue growth and operating
profit and in determining an appropriate discount rate

 F- 6

 The Company's balance of goodwill
allocated to Baiyu and Tongdow Internet Technology as of December 31,2022 was $65.02 million and $95.19 million, respectively.
Goodwill is tested for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that it
might be impaired. The Company has elected to perform quantitative assessment. In the quantitative assessment, the Company's
evaluation of goodwill for impairment involves the comparison of the fair value of Baiyu and Tongdow Internet Technology to their
carrying value. The Company used the discounted cash flow model to estimate fair value, which requires management to make
significant estimates and assumptions related to discount rates and forecasts of future revenues and operating margins. Changes in
these assumptions could have a significant impact on either the fair value, the amount of any goodwill impairment charge. Based on
the quantitative assessment performed, if it is more likely than not that the fair value is less than its carrying amount. During
the year ended December 31, 2022, no impairment charge on goodwill was recognized based on the quantitative assessment
performed.

 We identified goodwill impairment for the Baiyu
and Tongdow Internet Technology as a critical audit matter because it is the material to the consolidated financial statements
of the Company and certain significant judgments in respect of the assumption made which are inherently uncertain and could be subject
to management bias made by management to estimate the fair value of the Baiyu and Tongdow Internet Technology and the difference between
its fair value and carrying value. This required a high degree of auditor judgment and an increased extent of effort, including the need
to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of management's estimates
and assumptions related to selection of the discount rate and forecasts of future revenue and operating margin.

 Our audit procedures relating to the discount
rate and forecasts of future revenue and operating margin used by management to estimate the fair value of the Baiyu and Tongdow Internet
Technology included the following, among others:

 We evaluated management's ability to accurately forecast future revenues and operating margins by comparing actual results to management's historical forecasts.

 We evaluated the reasonableness of management's revenue and operating margin forecasts by comparing the forecasts to historical revenues and operating margins.

 With the assistance of our fair value specialists, we evaluated the reasonableness of the (1) valuation methodology and (2) discount rate by:

 a.

 Testing the source information underlying the determination of the discount rate and the mathematical accuracy of the calculation;

 b.

 Developing a range of independent estimates and comparing those to the discount rate selected by management.

 /s/ Audit Alliance LLP

 Singapore

 March 10, 2023

 PCAOB ID Number is 3487

 We have served as the Company's auditor
since 2021.

 F- 7

 CONSOLIDATED BALANCE SHEETS

 As of December 31, 2023 and 2022

 2023

 2022

 ASSETS

 Current Assets

 Cash and cash equivalents

 $
 1,516,358

 $

 Loans receivable from third parties

 240,430,865

 143,174,634

 Inventories, net

 259,806

 458,157

 Other current assets

 10,134,829

 4,040,477

 Total current assets

 252,341,858

 148,566,325

 Non-Current Assets

 Plant and equipment, net

 32,090

 6,370

 Goodwill

 157,542,081

 160,213,550

 Intangible assets, net

 45,285,617

 54,114,727

 Right-of-use assets, net

 83,375

 196,826

 Total non-current assets

 202,943,163

 214,531,473

 Total Assets

 $
 455,285,021

 $
 363,097,798

 LIABILITIES AND EQUITY

 Current Liabilities

 Accounts payable

 $
 -

 $
 1,269

 Bank borrowings

 1,057,648

 1,005,083

 Third party loans payable

 476,627

 460,587

 Advances from customers

 3,090,201

 437,148

 Income tax payable

 16,187,826

 11,634,987

 Lease liabilities

 86,691

 116,170

 Other current liabilities

 6,578,349

 5,348,646

 Convertible promissory notes

 4,284,622

 4,208,141

 Total current liabilities

 31,761,964

 23,212,031

 Non-Current Liabilities

 Deferred tax liabilities

 2,256,696

 3,059,953

 Due to related parties

 Lease liabilities

 -

 84,164

 Total non-current liabilities

 40,377,752

 41,911,598

 Total liabilities

 72,139,716

 65,123,629

 Commitments and Contingencies (Note 17)

 Shareholders' Equity

 Common stock (par value $ 0.001 per share, 600,000,000 shares authorized; 19,335,220 and 2,134,842 shares issued and outstanding as of December 31, 2023 and 2022, respectively) *

 19,335

 2,135

 Additional paid-in capital

 438,980,687

 344,400,599

 Statutory surplus reserve

 2,602,667

 2,602,667

 Accumulated deficit

 ( 39,520,164
)

 ( 38,800,375
)

 Accumulated other comprehensive loss

 ( 16,144,752
)

 ( 8,984,925
)

 Total BAIYU Shareholders' Equity

 385,937,773

 299,220,101

 Non-controlling interest

 ( 2,792,468
)

 ( 1,245,932
)

 Total Shareholders' Equity

 383,145,305

 297,974,169

 Total Liabilities and Shareholders' Equity

 $
 455,285,021

 $
 363,097,798

 *
 Retrospectively restated due to fifty for one Reverse Stock Split, see Note 13 - Reverse stock split of common stock.

 The accompanying notes are an integral part of
the consolidated financial statements.

 F- 8

 CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE
LOSS

 For the Years Ended December 31, 2023 and 2022

 (Expressed in U.S. dollars, except for the number
of shares)

 2023

 2022

 Revenues

 Sales of commodity products - third parties

 $
 134,558,086

 $
 155,443,398

 Supply chain management services - third parties

 67,981

 1,391,903

 Total Revenues

 134,626,067

 156,835,301

 Cost of revenues

 Commodity product sales - third parties

 ( 134,756,423
)

 ( 155,789,519
)

 Supply chain management services - third parties

 ( 59,118
)

 ( 7,525
)

 Total operating costs

 ( 134,815,541
)

 ( 155,797,044
)

 Gross (loss) profit

 ( 189,474
)

 1,038,257

 Operating expenses

 Selling, general, and administrative expenses

 ( 16,591,688
)

 ( 8,844,739
)

 Share-based payment for service

 -

 ( 44,000
)

 Total operating expenses

 ( 16,591,688
)

 ( 8,888,739
)

 Other income (expenses), net

 Interest income

 20,103,265

 17,035,200

 Interest expenses

 ( 605,430
)

 ( 523,980
)

 Amortization of beneficial conversion feature relating to issuance of convertible promissory notes

 ( 982,961
)

 ( 1,212,617
)

 Other income (expense), net

 15,019

 59,088

 Total other income, net

 18,529,893

 15,357,691

 3Net income before income taxes

 1,748,731

 7,507,209

 Income tax expenses

 ( 4,015,056
)

 ( 3,253,672
)

 Net (loss) income

)

 Less: Net loss attributable to non-controlling interests

 ( 1,546,536
)

 ( 271,590
)

 Net (loss) income attributable to BAIYU Holdings, Inc.'s Stockholders

 $
 ( 719,789
)

 $
 4,525,127

 Other comprehensive income(loss)

 Net (loss) income

 $
)

 $

 Foreign currency translation adjustment

 ( 7,159,827
)

 ( 20,651,532
)

 Comprehensive loss

 ( 9,426,152
)

 ( 16,397,995
)

 Less: Total comprehensive loss attributable to non-controlling interests

 ( 1,546,536
)

 ( 271,590
)

 Comprehensive loss attributable to BAIYU Holdings, Inc.

 ( 7,879,616
)

 ( 16,126,405
)

 Weighted Average Shares Outstanding-Basic

 4,682,151

 1,059,455

 Weighted Average Shares Outstanding- Diluted

 8,523,958

 1,171,805

 income (loss) per share- basic

 $
 ( 0.48
)

 $
 4.01

 income (loss) per share- diluted

 $
 ( 0.27
)

 $
 3.63

 The accompanying notes are
an integral part of the consolidated financial statements.

 F- 9

 CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS'
EQUITY

 (Expressed in U.S. dollars, except for the number
of shares)

 Additional

 Statutory

 Accumulated
 other

 Non-

 Common stock

 paid-in

 surplus

 Accumulated

 comprehensive

 controlling

 Total

 Shares

 Amount

 capital

 reserve

 deficit

 income (loss)

 interest

 Equity

 Balance as of December 31, 2021

 552,697

 $

 $
 224,928,030

 $
 1,477,768

 $
 ( 42,200,603
)

 $
 11,666,607

 $
 -

 $
 195,872,355

 Issuance of common stocks in connection with private placements

 1,488,400

 1,488

 114,418,512

 -

 -

 -

 -

 114,420,000

 Issuance of common stocks pursuant to exercise of warrants

 93,745

 4,141,057

 -

 -

 -

 -

 4,141,151

 Beneficial conversion feature relating to issuance of convertible promissory notes

 -

 -

 913,000

 -

 -

 -

 -

 913,000

 Appropriation of statutory reserve

 -

 -

 -

 1,124,899

 ( 1,124,899
)

 -

 -

 -

 Net income

 -

 -

 -

 -

 4,525,127

 -

 ( 271,590
)

 Foreign currency translation adjustments

 -

 -

 -

 -

 -

 ( 20,651,532
)

 -

 ( 20,651,532
)

 Acquisition of Tongdao Internet

 -

 -

 -

 -

 -

 -

 ( 974,342
)

 ( 974,342
)

 Balance as of December 31, 2022

 2,134,842

 $
 2,135

 $
 344,400,599

 $
 2,602,667

 $
 ( 38,800,375
)

 $
 ( 8,984,925
)

 $
 ( 1,245,932
)

 $
 297,974,169

 Issuance of common stocks in connection with private placements

 16,260,000

 16,260

 83,483,740

 -

 -

 -

 -

 83,500,000

 Issuance of common stocks pursuant to At-The-Market Offering (ATM) transaction

 13,786

 559,059

 -

 -

 -

 -

 559,073

 Issuance of common stocks pursuant to exercise of convertible promissory notes

 706,592

 3,936,509

 -

 -

 -

 -

 3,937,215

 Issuance of common stock pursuant to stock incentive stock plan (in Shares)

 220,000

 5,687,780

 -

 -

 -

 5,688,000

 Beneficial conversion feature relating to issuance of convertible promissory notes

 -

 -

 913,000

 -

 -

 -

 -

 913,000

 Net loss

 ( 719,789
)

 -

 ( 1,546,536
)

)

 Foreign currency translation adjustments

 ( 7,159,827
)

 ( 7,159,827
)

 Balance as of December 31, 2023

 19,335,220

 $
 19,335

 438,980,687

 2,602,667

 ( 39,520,164
)

 ( 16,144,752
)

 ( 2,792,468
)

 383,145,305

 *

 Retrospectively restated due to fifty for one Reverse Stock Split, see Note 13 - Reverse stock split of common stock.

 The accompanying notes are an integral part of
the consolidated financial statements.

 F- 10

 CONSOLIDATED STATEMENTS OF CASH FLOWS

 For the Years Ended December 31, 2023 and 2022

 (Expressed in U.S. dollar)

 2023

 2022

 Cash Flows from Operating Activities:

 Net (loss) income

 $
)

 $

 Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

 Depreciation of plant and equipment

 8,624

 2,885

 Amortization of right-of-use lease assets

 110,959

 306,546

 Gain on disposal of right-of-use lease assets

 -

 ( 20,092
)

 Amortization of intangible assets

 7,967,272

 4,630,169

 Amortization of beneficial conversion feature of convertible promissory notes

 1,059,198

 1,212,617

 Interest expense for convertible promissory notes

 517,498

 465,201

 Amortization of discount on convertible promissory notes

 350,000

 434,333

 Share-based payment for service

 -

 44,000

 Monitoring fee relating to convertible promissory notes

 -

 263,982

 Inventories impairment

 -

 17,540

 Deferred tax liabilities

 ( 756,076
)

 ( 792,114
)

 Changes in operating assets and liabilities, (net of assets and liabilities acquired and disposed):

 Other current assets

 ( 1,971,249
)

 1,830,247

 Inventories

 191,686

 ( 491,943
)

 Prepayments

 ( 2,669,689
)

 ( 456,052
)

 Due from related parties

 ( 1,893,727
)

 ( 15,986
)

 Advances from customers

 2,673,934

 ( 4,497,189
)

 Due from third parties

 247,323

 ( 192,670
)

 Income tax payable

 4,771,096

 4,046,672

 Due to related parties

 -

 ( 20,071
)

 Accounts payable

 ( 1,254
)

 ( 3,162,561
)

 Other current liabilities

 1,295,505

 ( 3,507,517
)

 Lease liabilities

 ( 111,100
)

 ( 41,152
)

 Due to third party loans payable

 23,841

 24,977

 Net cash provided by operating activities

 9,547,516

 4,335,359

 Cash Flows from Investing Activities:

 Purchases of intangible assets

 -

 -

 Purchases of plant and equipment

 ( 34,576
)

 ( 6,700
)

 Purchases of operating lease assets

 -

 ( 250,171
)

 Investment in subsidiary, net of cash acquired

 -

 ( 96,638,468
)

 Payment made on loans to third parties

 ( 136,181,479
)

 ( 109,106,926
)

 Collection of loans from third parties

 36,028,836

 70,150,111

 Collection of loans from related parties

 -

 10,448,662

 Investments in other investing activities

 100,520

 ( 134,254
)

 Net cash used in investing activities

 ( 100,086,699
)

 ( 125,537,746
)

 Cash Flows from Financing Activities:

 Proceeds (Repayments made) on loans to third parties

 69,678

 ( 29,735
)

 Proceeds from issuance of common stock under ATM transaction

 559,073

 -

 Proceeds from issuance of common stock under private placement transactions

 83,500,000

 114,420,000

 Proceeds from issuance of convertible promissory notes

 3,000,000

 3,000,000

 Proceeds from issuance of common stock under employee share options

 5,688,000

 -

 Net cash provided by financing activities

 92,816,751

 117,390,265

 Effect of Exchange Rate Changes on Cash

 ( 1,654,267
)

 394,111

 Net Increase/(Decrease) in Cash

 623,301

 ( 3,418,011
)

 Cash at the beginning of Year

 4,311,068

 Cash at the end of year

 $
 1,516,358

 $

 Cash paid for interest expense

 $
 24,765

 $
 83,496

 Cash paid for income taxes

 $

 $
 1,681

 Supplemental disclosure of non-cash investing and financing activities

 Right-of-use assets obtained in exchange for operating lease obligations

 $
 6,358

 $
 250,171

 Issuance of common stocks in connection with conversion of convertible promissory notes

 $
 4,850,214

 $
 4,730,150

 The accompanying notes are an integral part of
the consolidated financial statements.

 F- 11

 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 1.

 ORGANIZATION AND BUSINESS DESCRIPTION

 BAIYU Holding, Inc. is a Delaware corporation,
incorporated under the laws of the state of Delaware.

 On October 19, 2023, the Company has changed the
name from TD Holdings, Inc. to BAIYU Holdings, Inc., with market effectiveness on Nasdaq since October 30, 2023.

 The Company primarily conducts business through
Shenzhen Baiyu Jucheng Data Technology Co., Ltd., Shenzhen Qianhai Baiyu Supply Chain Co., Ltd., Hainan Jianchi Import and Export Co.,
Ltd., and Shenzhen Tongdow Internet Technology Co., Ltd. to offer the commodity trading business and supply chain management services
to customers in the PRC. Supply chain management services consist of loan recommendation services and commodity product distribution services.

 Name

 Background

 Ownership

 HC High Summit Holding Limited (" HC High BVI ")

 A BVI company
 Incorporated on March 22, 2018
 A holding company

 100% owned by the Company

 TD Internet of Things Technology Company Limited ("TD Internet Technology") (Formerly Named: Tongdow Block Chain Information Technology Company Limited)

 A Hong Kong company
 Incorporated on February 14, 2020

 100% owned by HC High BVI

 Hainan Baiyu Cross-border E-commerce Co., Ltd. ("Hainan Baiyu")

 A PRC limited liability company Incorporated on March 18, 2021 Registered capital of $100 million with registered capital of $0 paid-up

 WFOE, 100% owned by Tongdow HK

 Zhong Hui Dao Ming Investment Management Limited ("ZHDM HK")

 A Hong Kong company Incorporated on June 19, 2002 A holding company

 100% owned by HC High BVI

 Tongdow E-trade Limited ("Tongdow HK")

 A Hong Kong company Incorporated on November 25, 2010 A holding company

 100% owned by HC High BVI

 Shanghai Jianchi Supply Chain Co., Ltd. ("Shanghai Jianchi")

 A PRC company and deemed a wholly foreign owned enterprise ("WFOE") Incorporated on April 2, 2020 Registered capital of $10 million A holding company

 WFOE, 100% owned by TD Internet Technology

 Tongdow (Hainan) Data Technology Co., Ltd. ("Tondow Hainan")

 A PRC limited liability company Incorporated on July 16, 2020 Registered capital of $1,417,736 (RMB 10 million)

 A wholly owned subsidiary of Shanghai Jianchi

 Hainan Jianchi Import and Export Co., Ltd. ("Hainan Jianchi")

 A PRC limited liability company Incorporated on December 21, 2020 Registered capital of $7,632,772 (RMB50 million) with registered capital of $0 (RMB0) paid-up

 A wholly owned subsidiary of Shanghai Jianchi

 F- 12

 1.
 ORGANIZATION
AND BUSINESS DESCRIPTION (CONTINUED)

 Name

 Background

 Ownership

 Shenzhen Baiyu Jucheng Data Techonology Co.,Ltd. ("Shenzhen Baiyu Jucheng")

 A PRC limited liability company Incorporated on December 30, 2013 Registered capital of $1,417,736 (RMB 10 million) with registered capital fully paid- up

 VIE of Hao Limo Technology (Beijing) Co., Ltd. before June 25, 2020, and a wholly owned subsidiary of Shanghai Jianchi

 Shenzhen Qianhai Baiyu Supply Chain Co., Ltd. ("Qianhai Baiyu")

 A PRC limited liability company Incorporated on August 17, 2016 Registered capital of $4,523,857 (RMB 30 million) with registered capital of $736,506 (RMB 5 million) paid-up

 A wholly owned subsidiary of Shenzhen Baiyu Jucheng

 Shenzhen Tongdow Internet Technology Co., Ltd. ("Shenzhen Tongdow")

 A PRC limited liability company Incorporated on November 11, 2014 Registered capital of $1,628,320 (RMB10 million) with registered capital of $1,628,320 (RMB10 million) paid-up

 VIE of Shenzhen Baiyu Jucheng

 Yangzhou Baiyu Venture Capital Co. Ltd. ("Yangzhou Baiyu Venture")

 A PRC limited liability company Incorporated on April 19, 2021 Registered capital of $30 million with registered capital of $7 million paid-up

 WFOE, 100% owned by Tongdow HK

 Yangzhou Baiyu Cross-broder E-commerce Co., Ltd. ("Yangzhou Baiyu E-commerce")

 A PRC limited liability company Incorporated on May 14, 2021 Registered capital of $30 million (RMB200 million) with registered capital of $7 million (RMB48 million) paid-up

 100% owned by Yangzhou Baiyu Venture

 Zhejiang Baiyu Lightweight New Material Co., Ltd. ("Zhejiang Baiyu")

 A PRC limited liability company Incorporated on August 5, 2022 Registered capital of $1,483,569 (RMB10 million)

 100% owned by Yangzhou Baiyu E-commerce

 Baiyu International Supply Chain PTE.LTD

 A Singapore company Incorporated on Jun 28, 2023

 100% owned by HC High BVI

 F- 13

 1.
 ORGANIZATION
AND BUSINESS DESCRIPTION (CONTINUED)

 The following diagram illustrates our corporate
structure as of the December 31, 2023.

 2.
 SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES

 Basis of presentation

 The accompanying consolidated financial statements
have been prepared in conformity with accounting principles generally accepted in the United States of America (" U.S. GAAP ").
All transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation.

 Business combination

 The Company accounted for its business
combination using the acquisition method of accounting in accordance with ASC 805 "Business Combinations". The cost of
an acquisition is measured as the aggregate of the acquisition date fair values of the assets transferred and liabilities incurred
by the Company to the sellers and equity instruments issued. Transaction costs directly attributable to the acquisition are expensed
as incurred. Identifiable assets and liabilities acquired or assumed are measured separately at their fair values as of the
acquisition date, irrespective of the extent of any non-controlling interests. The excess of (i) the total costs of acquisition,
fair value of the non-controlling interests and acquisition date fair value of any previously held equity interest in the acquiree
over (ii) the fair value of the identifiable net assets of the acquiree is recorded as goodwill. If the cost of acquisition is less
than the acquisition date amounts of the net assets of the subsidiary acquired, the difference is recognized directly in the
consolidated income statements. During the measurement period, which can be up to one year from the acquisition date, the Company
may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Subsequent to the
conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes
first, any further adjustments are recorded in the consolidated income statements.

 In a business combination achieved in stages,
the Company re-measures the previously held equity interest in the acquiree immediately before obtaining control at its acquisition date
fair value and the re-measurement gain or loss, if any, is recognized in the consolidated income statements.

 When there is a change in ownership interests
or a change in contractual arrangements that results in a loss of control of a subsidiary, the Company deconsolidates the subsidiary from
the date control is lost. Any retained non-controlling investment in the former subsidiary is measured at fair value and is included in
the calculation of the gain or loss upon deconsolidation of the subsidiary.

 F- 14

 2.
 SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 Consolidation

 The consolidated financial statements include
the financial statements of the Company and its subsidiaries. Subsidiaries are all entities (including structured entities) over which
the Company has control. The Company controls an entity when the Company is exposed to, or has rights to, variable returns from its involvement
with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from
the date on which control is transferred to the Company. They are de-consolidated from the date on that control ceases.

 In preparing the consolidated financial statements,
transactions, balances and unrealised gains on transactions between group entities are eliminated. Unrealised losses are also eliminated
unless the transactions provide evidence of an impairment indicator of the transferred asset. Accounting policies of subsidiaries have
been changed where necessary to ensure consistency with the policies adopted by the Company.

 Acquisitions

 The acquisition method of accounting is used to
account for business combinations entered into by the Company.

 The consideration transferred for the acquisition
of a subsidiary or business combination comprises the fair value of the assets transferred, the liabilities incurred and the equity interests
issued by the Company. The consideration transferred also includes any contingent consideration arrangement and any pre-existing equity
interest in the subsidiary measured at their fair value at the acquisition date.

 Disposals

 When a change in the Company's ownership
interest in a subsidiary results in a loss of control over the subsidiary, the assets and liabilities of the subsidiary including any
goodwill are derecognised. Amounts previously recognised in other comprehensive income in respect of that entity are also reclassified
to profit or loss or transferred directly to retained earnings if required by a specific Standard.

 Any retained equity interest in the entity is
remeasured at fair value. The difference between the carrying amount of the retained interest at the date when control is lost and its
fair value is recognised in profit or loss.

 Please refer to the paragraph "Investments
in subsidiaries" for the accounting policy on investments in subsidiaries in the separate financial statements of the Company.

 Use of estimates

 The preparation of consolidated financial statements
in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities,
disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses
during the reporting period. Actual results could differ from those estimates. On an ongoing basis, management reviews these estimates
using the currently available information. Changes in facts and circumstances may cause the Company to revise its estimates. Significant
accounting estimates reflected in the financial statements include: (i) useful lives and residual value of long-lived assets; (ii) the
impairment of long-lived assets and investments; (iii) the valuation allowance of deferred tax assets; (iv) estimates of allowance for
doubtful accounts, including loans receivable from third parties and related parties, and (v) contingencies and litigation.

 F- 15

 2.

 Fair value measurement

 The Company has adopted ASC Topic 820, Fair Value
Measurement and Disclosure, which defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosures
about fair value measurements. It does not require any new fair value measurements, but provides guidance on how to measure fair value
by providing a fair value hierarchy used to classify the source of the information. It establishes a three-level valuation hierarchy of
valuation techniques based on observable and unobservable inputs, which may be used to measure fair value and include the following:

 Level 1

 –

 Quoted prices in active markets for identical assets or liabilities.

 Level 2

 –

 Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

 Level 3

 –

 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

 Classification within the hierarchy is determined
based on the lowest level of input that is significant to the fair value measurement. The carrying value of financial items of the Company,
including cash and cash equivalents, loans receivable due from third parties, accounts receivable, due from related parties, bank borrowings,
third parties loans payable, other current liabilities and acquisition payable, approximate their fair values due to their short-term
nature.

 The inputs used to measure the estimated fair
value of warrants are classified as Level 3 fair value measurement due to the significance of unobservable inputs using company-specific
information. The valuation methodology used to estimate the fair value of warrant liabilities is discussed in Note 13.

 Cash and cash equivalents

 Cash includes cash on hand and demand deposits
in accounts maintained with commercial banks. The Company considers all highly liquid investment instruments with an original maturity
of three months or less from the date of purchase to be cash equivalents. The Company maintains most of its bank accounts in the PRC.
Cash balances in bank accounts in the PRC are not insured by the Federal Deposit Insurance Corporation or other programs.

 Loans receivable from third parties

 The Company provided loans to certain third parties
for the purpose of making use of its cash.

 The Company monitors all loans receivable for
delinquency and provides for estimated losses for specific receivables that are not likely to be collected. Management periodically assesses
the collectability of these loans receivable. Delinquent account balances are written-off against the allowance for doubtful accounts
after management has determined that the likelihood of collection is not probable. As of December 31, 2023 and 2022, the Company did not
accrue allowance against loans receivables due from third parties.

 Prepayments and other current assets, net

 Prepayment and other current assets, net, primarily
consists of advances to suppliers for purchasing goods and the interest receivables. These advances are unsecured and are reviewed periodically
to determine whether their carrying value has become impaired.

 F- 16

 2.
 SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 Inventories, net

 Inventories of the Company are bulk commodities
products, such as precious metals. Inventories are stated at the lower of cost or net realizable value. Costs of inventory are determined
using the first-in first-out method. Adjustments to reduce the cost of inventories are made, if required, for decreases in sales prices,
obsolescence or similar reductions in the estimated net realizable value.

 We keep inventory for our direct sales model.
Our inventory control policy requires us to monitor our inventory level and to manage obsolete inventory. Risk is passed to our customers
(or to delivery service providers) upon the delivery of commodities to our customers. For a substantial majority of precious metal sold
through our network, the whole transaction process takes from a few hours to a few days, thus our inventory risk is limited. For a small
portion of our transactions under direct sales model, we hold inventories for repeating customers with relatively stable demands of large
quantity based on our transaction data. We analyze historical sales data and days in inventory to establish inventory management plans.
We monitor our real-time inventory volume and adjust our inventory management plans based on factors such as fluctuations in supply and
prices, seasonality, and sales of a particular product.

 Plant and equipment, net

 Plant and equipment are stated at cost less accumulated
depreciation. The cost of an asset comprises its purchase price and any directly attributable costs of bringing the asset to its present
working condition and location for its intended use.

 Depreciation is computed on a straight-line basis
over the estimated useful lives of the related assets. The estimated useful lives for significant plant and equipment are 3 years.

 Expenditures for maintenance and repairs, which
do not materially extend the useful lives of the assets, are charged to expense as incurred. Expenditures for major renewals and betterments
which substantially extend the useful life of assets are capitalized.

 Intangible assets

 The Company's intangible assets consist
of customer relationships and software copyright, the customer relationships are generally recorded in connection with acquisitions at
their fair value and the software copyrights are purchased in March 2021 and recorded in connection with Shenzhen Tongdow Internet Technology
acquisition. Intangible assets with estimable lives are amortized, generally on a straight-line basis, over their respective estimated
useful lives of 6.2 years for customer relationships, and 6.83 years for one software copyright purchased in March 2021 and 10 years for
other software copyrights recorded in connection with Shenzhen Tongdow Internet Technology acquisition, to their estimated residual values
and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

 Goodwill

 Goodwill represents the excess of the consideration
paid of an acquisition over the fair value of the net identifiable assets of the acquired subsidiary at the date of acquisition. Goodwill
is not amortized and is tested for impairment at least annually, more often when circumstances indicate impairment may have occurred.
Goodwill is carried at cost less accumulated impairment losses. If impairment exists, goodwill is immediately written off to its fair
value and the loss is recognized in the consolidated statements of operations and comprehensive loss. Impairment losses on goodwill are
not reversed.

 The Company reviews the carrying value of intangible
assets not subject to amortization, including goodwill, to determine whether impairment may exist annually or more frequently if events
and circumstances indicate that it is more likely than not that an impairment has occurred. The Company has the opinion to assess qualitative
factors to determine whether it is necessary to perform the two-step in accordance with ASC 350-20. If the Company believes, as a result
of the qualitative carrying amount, the two-step quantities impairment test described below is required.

 The first step compares the fair values of each
reporting unit to its carrying amount, including goodwill. If the fair value of each reporting unit exceeds its carrying amount, goodwill
is not considered to be impaired and the second step will not be required.

 If the carrying amount of a reporting unit exceeds
its fair value, the second step compares the implied fair value of goodwill to the carrying value of a reporting unit's goodwill.
The implied fair value of goodwill is determined in a manner similar to accounting for a business acquisition with the allocation of the
assessed fair value determined in the first step to the assets and liabilities of the reporting unit. The excess of the fair value of
the reporting unit over the amounts assigned to the assets and liabilities is the implied fair value of goodwill. Estimating fair value
is performed by utilizing various valuation techniques, with the primary technique being a discounted cash flow. The fair value of discounted
cash flow was determined using management's estimates and assumptions.

 For the year ended December 31, 2023, the Company
did not record an impairment loss against goodwill.

 F- 17

 2.

 Impairment of long-lived assets other than
goodwill

 Long-lived assets, including intangible assets
with finite lives are reviewed for impairment whenever events or changes in circumstances (such as a significant adverse change to market
conditions that will impact the future use of the assets) indicate that the carrying value of an asset may not be recoverable. The Company
assesses the recoverability of the assets based on the undiscounted future cash flows the assets are expected to generate and recognize
an impairment loss when estimated undiscounted future cash flows expected to result from the use of the asset plus net proceeds expected
from disposition of the asset, if any, are less than the carrying value of the asset. If an impairment is identified, the Company would
reduce the carrying amount of the asset to its estimated fair value based on a discounted cash flows approach or, when available and appropriate,
to comparable market values.

 For the year ended December 31, 2023, the Company
did not record an impairment loss against intangible assets.

 Operating lease as a lessee

 The Company adopted ASU 2016-02, Leases (Topic
842), on January 1, 2019, using a modified retrospective approach reflecting the application of the standard to leases existing at, or
entered into after, the beginning of the earliest comparative period presented in the consolidated financial statements.

 The Company leases its offices which are classified
as operating leases in accordance with Topic 842. Under Topic 842, lessees are required to recognize the following for all leases (with
the exception of short-term leases) on the commencement date: (i) lease liability, which is a lessee's obligation to make lease
payments arising from a lease, measured on a discounted basis; and (ii) right-of-use asset, which is an asset that represents the lessee's
right to use, or control the use of, a specified asset for the lease term.

 At the commencement date, the Company recognizes
the lease liability at the present value of the lease payments not yet paid, discounted using the interest rate implicit in the lease
or, if that rate cannot be readily determined, the Company's incremental borrowing rate for the same term as the underlying lease.
The right-of-use asset is recognized initially at cost, which primarily comprises the initial amount of the lease liability, plus any
initial direct costs incurred, consisting mainly of brokerage commissions, less any lease incentives received. All right-of-use assets
are reviewed for impairment.

 Account and other payables

 Account and other payables represent liabilities
for goods and services provided to the Company prior to the end of financial year which are unpaid. They are classified as current liabilities
if payment is due within one year or less (or in the normal operating cycle of the business if longer). Otherwise, they are presented
as non-current liabilities.

 Account and other payables are initially recognised
at fair value, and subsequently carried at amortised cost using the effective interest method.

 Bank borrowings

 Borrowings are presented as current liabilities
unless the Company has an unconditional right to defer settlement for at least 12 months after the financial year end date, in which case
they are presented as non-current liabilities.

 Borrowings are initially recognised at fair value
(net of transaction costs) and subsequently carried at amortised cost. Any difference between the proceeds (net of transaction costs)
and the redemption value is recognised in profit or loss over the period of the borrowings using effective interest method.

 Borrowing costs are recognised in profit or loss
using the effective interest method.

 F- 18

 2.

 Commitments and contingencies

 In the normal course of business, the Company
is subject to contingencies, such as legal proceedings and claims arising out of its business, that cover a wide range of matters. Liabilities
for the contingencies are recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably
estimated.

 Certain conditions may exist as of the date the
consolidated financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more
future events occur or fail to occur. The Company assesses these contingent liabilities, which inherently involves judgment. In assessing
loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in legal proceedings,
the Company, in consultation with its legal counsel, evaluates the perceived merits of any legal proceedings or unasserted claims as well
as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates
that it is probable that a material loss has been incurred and the amount of the liability can be estimated, the estimated liability would
be accrued in the consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable,
or is probable but cannot be estimated, the nature of the contingent liability, together with an estimate of the range of the reasonably
possible loss, if determinable and material, would be disclosed.
 Loss contingencies considered remote are generally
not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed.

 Statutory reserves

 In accordance with the relevant regulations and
their articles of association, subsidiaries of the Company incorporated in the PRC are required to allocate at least 10 % of their after-tax
profit determined based on the PRC accounting standards and regulations to the general reserve until the reserve has reached 50 % of the
relevant subsidiary's registered capital. Appropriations to the enterprise expansion fund and staff welfare and bonus fund are at
the discretion of the respective board of directors of the subsidiaries. These reserves can only be used for specific purposes and are
not transferable to the Company in the form of loans, advances or cash dividends.

 Provisions

 Provisions are recognised when the Company has
a present legal or constructive obligation as a result of past events, it is more likely than not that an outflow of resources will be
required to settle the obligation and the amount has been reliably estimated.

 Provisions are measured at the present value
of the expenditure expected to be required to settle the obligation using a pre-tax discount rate that reflects the current market
assessment of the time value of money and the risks specific to the obligation. The increase in the provision due to the passage of
time is recognised in profit or loss as finance expense.

 Changes in the estimated timing or amount of the
expenditure or discount rate are recognised in profit or loss when the changes arise.

 Related parties

 The Company follows subtopic 850-10 of the FASB
ASC for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20, related parties
include: (a) affiliates of the Company; (b) entities for which investments in their equity securities would be required, absent the election
of the FV option under the FV Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing
entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship
of management; (d) principal owners of the Company; (e) management of the Company; (f) other parties with which the Company may deal if
one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting
parties might be prevented from fully pursuing its own separate interests; and (g) other parties that can significantly influence the
management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can
significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its
own separate interests.

 F- 19

 2.

 Revenue recognition

 The Company generates revenue associated with
commodity trading and revenue associated with supply chain management services are accounted for in accordance with ASC 606.

 ASC 606 establishes principles for reporting information
about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity's contracts to provide goods
or services to customers. The core principle requires an entity to recognize revenue to depict the transfer of goods or services to customers
in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized
as performance obligations are satisfied. This new guidance provides a five-step analysis in determining when and how revenue is recognized.
Under the new guidance, revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount
that reflects the consideration which the entity expects to receive in exchange for those goods or services. In addition, the new guidance
requires disclosure of the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers.

 Revenue from sales of commodity products

 In December 2019, the Company started its commodity
trading business through its subsidiary Shenzhen Huamucheng Trading Co., Ltd, which was renamed Shenzhen Baiyu Jucheng Data Technology
Co., Ltd ("Shenzhen Baiyu Jucheng") in 2021. The commodity trading business primarily involves purchasing non-ferrous
metal product (such as aluminum ingots, copper, silver, and gold) from metal and mineral suppliers and then selling to customers. The
Company makes advance payments to suppliers to purchase the metal products, requests suppliers to ship products to designated warehouse.
Upon obtaining purchase orders and receipt of full advance payments from customers, the Company instructs warehouse agent to transfer
ownership of products to customers. The transaction is normally completed within a short period of time, ranging from a few days to a
month.

 The Company's contracts with customers for
metal commodity trading are fixed-price contracts. The Company does not grant customers with incentives or return rights, and therefore,
there is no variable considerations derived from the contracts. The Company acts as the principal because the Company is responsible for
fulfilling the promise to provide the specified metal products to customers, is subject to inventory risk before the product ownership
and risk are transferred and has the discretion in establishing prices. As a result, revenue is recognized on a gross basis. The Company
recognizes revenue when the product ownership is transferred to its customers as this represents the point in time at which the right
to consideration becomes unconditional, as only the passage of time is required before payment is made.

 Revenue from supply chain management services

 In connection with the Company's commodity
sales, in order to help customers to obtain sufficient funds to purchase various metal products and also help metal and mineral suppliers
to sell their metal products, the Company launched its supply chain management service business as defined below:

 Loan recommendation service fees

 The Company recommends customers who have financing
need for commodity trading to various financial institutions and assist these customers to obtain loans from the financial institutions.
The Company's services include conducting customer screening and credit check, matching customer with right financial institution
and assisting in customer's applications and related paperwork etc. The Company receives a referral fee from the customers if funding
is secured. Such revenue is recognized at the point when referral services are performed and the related funds are drawdown by customer.

 F- 20

 2.

 Commodity distribution service fees

 The Company utilizes its sales and marketing expertise
and customer network to introduce customers to large metal and mineral suppliers, and facilitate metal product sales between the suppliers
and the customers. The Company merely acts as an agent in this type of transaction and earns a commission fee based on the percentage
of volume of metal products that customers purchase. Distribution service fees are recognized as revenue when the Company successfully
facilitates sales transactions between suppliers and customers. For the year ended December 31, 2023, the Company earned commodity distribution
commission fees of $ 67,981 from third party vendors compared with $ 1,391,903 for the year ended December 31, 2022.

 Contract liabilities

 The supply chain management service fees are collected
either in advance to provision of services or after the services. In cases where fees are collected in advance, the fees are recorded
as "advances from customers" in the consolidated balance sheets. Advance from customers is recognized as revenue when the
Company delivers the supply chain management services to its customers.

 Cost of revenue

 Cost of revenue consists primarily of cost of
inventories, logistics costs, expenses associated with the operation of the Company's staff costs and other related incidental expenses
that are directly attributable to the Company's principal operations.

 Beneficial conversion feature

 The Company evaluates the conversion feature to
determine whether it was beneficial as described in ASC 470-20. The intrinsic value of a beneficial conversion feature inherent to a convertible
note payable, which is not bifurcated and accounted for separately from the convertible notes payable and may not be settled in cash upon
conversion, is treated as a discount to the convertible notes payable. This discount is amortized over the period from the date of issuance
to the date the notes is due using the effective interest method. If the notes payable are retired prior to the end of their contractual
term, the unamortized discount is expensed in the period of retirement to interest expense. In general, the beneficial conversion feature
is measured by comparing the effective conversion price, after considering the relative fair value of detachable instruments included
in the financing transaction, if any, to the fair value of the shares of common stock at the commitment date to be received upon conversion.

 Debt issuance costs and debt discounts

 The Company may record debt issuance costs and/or
debt discounts in connection with raising funds through the issuance of debt. These costs may be paid in the form of cash, or equity (such
as warrants). These costs are amortized to interest expense through the maturity of the debt. If a conversion of the underlying debt occurs
prior to maturity a proportionate share of the unamortized amounts is immediately expensed.

 Convertible promissory notes

 Convertible promissory notes are recognized initially
at fair value, net of upfront fees, debt discounts or premiums, debt issuance costs and other incidental fees. Upfront fees, debt discounts
or premiums, debt issuance costs and other incidental fees are recorded as a reduction of the proceeds received and the related accretion
is recorded as interest expense in the consolidated income statements over the estimated term of the facilities using the effective interest
method.

 F- 21

 2.

 Value added tax

 The Company is generally subject to the value
added tax ("VAT") for selling sales of commodity products. and. Before May 1, 2018, the applicable VAT rate was 13 % for selling
sales of commodity products and 6 % for supply chain management service, loan recommendation service and commodity distribution service.
The amount of VAT liability is determined by applying the applicable tax rate to the invoiced amount of goods sold or services provided
(output VAT) less VAT paid on purchases made with the relevant supporting invoices (input VAT). Under the commercial practice of PRC,
the Company pays VAT based on tax invoices issued. The tax invoices may be issued subsequent to the date on which revenue is recognized,
and there may be a considerable delay between the date on which the revenue is recognized and the date on which the tax invoice is issued.
In the event the PRC tax authorities dispute the date on which revenue is recognized for tax purposes, the PRC tax authorities have the
right to assess a penalty based on the amount of taxes which is determined to be late or deficient, with any penalty being expensed in
the period when a determination is made by the tax authorities that a penalty is due. During the reporting periods, the Company had no
dispute with PRC tax authorities and there was no tax penalty incurred.

 Income taxes

 The Company accounts for income taxes in accordance
with the U.S. GAAP for income taxes. Under the asset and liability method as required by this accounting standard, the recognition of
deferred income tax liabilities and assets for the expected future tax consequences of temporary differences between the income tax basis
and financial reporting basis of assets and liabilities. Provision for income taxes consists of taxes currently due plus deferred taxes.

 The charge for taxation is based on the results
for the year as adjusted for items which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or
substantively enacted by the balance sheet date.

 Deferred tax is accounted for using the balance
sheet liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities
in the financial statements and the corresponding tax basis. Deferred tax assets are recognized to the extent that it is probable that
taxable income to be utilized with prior net operating loss carried forward. Deferred tax is calculated using tax rates that are expected
to apply to the period when the asset is realized or the liability is settled. Deferred tax is charged or credited in the income statement,
except when it is related to items credited or charged directly to equity. Deferred tax assets are reduced by a valuation allowance when,
in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current
income taxes are provided for in accordance with the laws of the relevant taxing authorities.

 An uncertain tax position is recognized as a benefit
only if it is "more likely than not" that the tax position would be sustained in a tax examination, with a tax examination
being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50 % likely of being realized
on examination. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period
incurred. The Company did not have unrecognized uncertain tax position or any unrecognized liabilities, interest or penalties associated
with unrecognized tax benefit as of December 31, 2023 and 2022. As of December 31, 2023, all of the Company's income tax
returns for the tax years ended December 31, 2018 through December 31, 2022 remain open for statutory examination by relevant
tax authorities.

 Loss per share

 Basic loss per share is computed by dividing the
net loss income by the weighted average number of common shares outstanding during the period. Diluted loss income per share is the same
as basic loss income per share due to the lack of dilutive items in the Company. The number of warrants is excluded from the computation
because of its anti-dilutive effect.

 Share-based compensation

 Share-based compensation granted to the Company's
senior management and nonemployees are measured at fair value on grant date and share-based compensation expense is recognized (i) immediately
at the grant date if no vesting conditions are required, or (ii) using the accelerated attribution method, net of estimated forfeitures,
over the requisite service period. The fair value of restricted shares is determined with reference to the fair value of the underlying
shares.

 At each date of measurement, the Company reviews
internal and external sources of information to assist in the estimation of various attributes to determine the fair value of the share-based
awards granted by the Company, including but not limited to the fair value of the underlying shares, expected life, expected volatility
and expected forfeiture rates. The Company is required to consider many factors and make certain assumptions during this assessment. If
any of the assumptions used to determine the fair value of the share-based compensation changes significantly, share-based compensation
expense may differ materially in the future from that recorded in the current reporting period.

 F- 22

 2.

 Foreign currency translation

 The Company's financial information is presented
in U.S. dollars ("USD"). The functional currency of the Company is the Chinese Yuan Renminbi ("RMB"), the currency
of PRC. Any transactions which are denominated in currencies other than RMB are translated into RMB at the exchange rate quoted by the
People's Bank of China prevailing at the dates of the transactions, and exchange gains and losses are included in the statements
of operations as foreign currency transaction gain or loss. The consolidated financial statements of the Company have been translated
into U.S. dollars in accordance with ASC 830, Foreign Currency Matters. The financial information is first prepared in RMB and then translated
into U.S. dollars at period-end exchange rates for assets and liabilities and average exchange rates for revenue and expenses. Capital
accounts are translated at their historical exchange rates when the capital transactions occurred. The effects of foreign currency translation
adjustments are included as a component of accumulated other comprehensive income (loss) in stockholders' equity. Cash flows from
the Company's operations are calculated based upon the local currencies using the average translation rate. As a result, amounts
related to assets and liabilities reported on the statements of cash flows will not necessarily agree with changes in the corresponding
balances on the balance sheets.

 Segment reporting

 The Company had two operating business lines,
business with metal products trading and supply chain management services business conducted by Shenzhen Baiyu Jucheng (" Commodity
Trading and Supply Chain Management Services "). The accounting policies of our one reportable segment are the same as those
described in this Note 2.

 Reclassification

 Certain items in the financial statements of comparative
period have been reclassified to conform to the financial statements for the current period, primarily for the effects of discontinued
operations.

 Recent accounting pronouncement

 In October 2021, the FASB issued ASU No. 2021-08,
Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (ASU 2021-08),
which clarifies that an acquirer of a business should recognize and measure contract assets and contract liabilities in a business combination
in accordance with Topic 606, Revenue from Contracts with Customers. The new amendments are effective for fiscal years beginning after
December 15, 2023, including interim periods within those fiscal years. The amendments should be applied prospectively to business combinations
occurring on or after the effective date of the amendments, with early adoption permitted. The Group is currently evaluating the impact
of the new guidance on the consolidated financial statements.

 In June 2022, the FASB issued ASU 2022-03, "Fair
Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions", which clarifies
that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security
and, therefore, is not considered in measuring fair value. The amendments also clarify that an entity cannot, as a separate unit of account,
recognize and measure a contractual sale restriction. This guidance also requires certain disclosures for equity securities subject to
contractual sale restrictions. The new guidance is required to be applied prospectively with any adjustments from the adoption of the
amendments recognized in earnings and disclosed on the date of adoption. This guidance is effective for fiscal years beginning after 15
December 2023, including interim periods within those fiscal years. Early adoption is permitted. The Group does not expect that the adoption
of this guidance will have a material impact on the financial position, results of operations and cash flows.

 In September 2023, the FASB issued ASU 2023-09,
Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The Board is issuing the amendments in this Update to enhance the transparency
and decision usefulness of income tax disclosures. Investors currently rely on the rate reconciliation table and other disclosures, including
total income taxes paid, to evaluate income tax risks and opportunities. While investors find these disclosures helpful, they suggested
possible enhancements to better (1) understand an entity's exposure to potential changes in jurisdictional tax legislation and the
ensuing risks and opportunities, (2) assess income tax information that affects cash flow forecasts and capital allocation decisions,
and (3) identify potential opportunities to increase future cash flows. The Board decided that the amendments should be effective for
public business entities for annual periods beginning after December 15, 2024.

 Other accounting standards that have been issued
or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial
statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated
to its consolidated financial condition, results of operations, cash flows or disclosures.

 F- 23

 3.

 Significant acquisitions

 1) Acquisition
Of Shenzhen Tongdow Internet Technology Co., Ltd.

 On October 17, 2022, Shenzhen Baiyu Jucheng, entered
into a set of variable interest entity agreements with Shenzhen Tongdow Internet Technology Co., Ltd. ("Tongdow Internet Technology")
and Shanghai Zhuotaitong Industry Co., Ltd., the sole shareholder of Tongdow Internet Technology. On October 25, 2022, the parties completed
the transaction. Upon the closing of the transaction, Shenzhen Baiyu Jucheng acquired 65 % equity interest of Tongdow Internet Technology
at a consideration of RMB 650 million and has effective control over Tongdow Internet Technology's management and operations. On
the same date, Shenzhen Baiyu Jucheng fully repaid to Shanghai Zhuotaitong Industry Co., Ltd.

 The transaction was accounted for as a business
combination using the purchase method of accounting in accordance with ASC 805-10-20. The purchase price allocation of the transaction
was determined by the Company with the assistance of an independent appraisal firm based on the fair value of the assets acquired
and liabilities assumed as of the acquisition date.

 The following table presents the purchase price
allocation to assets acquired and liabilities assumed for Shenzhen Tongdow Internet Technology Co., Ltd. as of the acquisition date:

 As of
 October 25,
 2022

 Cash and cash equivalents

 $

 Other current assets

 1,662,824

 Intangible assets (software copyrights)

 38,022,548

 Other current liabilities

 ( 42,469,872
)

 Non-controlling interest

 974,342

 Goodwill (Note 7)

 92,505,479

 Total purchase consideration

 $
 90,695,987

 Changes in the carrying amount of goodwill for
the year ended December 31, 2023 consisted of the following:

 As of
 2023

 Beginning balance

 $
 95,191,148

 Addition by the changes of foreign currency exchange rate

 ( 1,587,258
)

 Goodwill (Note 7)

 $
 93,603,890

 The intangible assets mainly include are software
copyrights purchased. Intangible assets with estimable service life are usually amortized by the straight-line method according to their
estimated residual value within the estimated service life of 10 years. Amortization expenses of $ 4,257,312 related to the customers relationship
was recorded for the year ended December 31, 2023. Estimated amortization expense related to the intangible assets for each of the years
subsequent to December 31, 2023 is as follows:

 For the year ended December 31, 2023

 Amortization
 expenses

 2024

 $

 2025

 2026

 2027

 2028 and thereafter

 16,589,718

 $
 33,532,410

 The goodwill of $ 92.51 million arising from the
acquisition consists largely of the synergies and economics of scales expected from combining the commodity trading business of both Huamucheng
and Tongdow Internet Technology. The goodwill from the acquisition represents future economic benefits that we expect to achieve as a
result of the acquisition. The goodwill is not expected to be deductible for tax purposes for the acquisition. Goodwill will not be amortized
but instead will be tested for impairment at least annually and more frequent if certain indicators of impairment are present. As of December
31, 2023 and 2022, the Company did not note indicators of impairment and did not record an impairment against goodwill.

 F- 24

 3.

 SIGNIFICANT ACQUISITIONS (CONTINUED)

 Deferred tax liabilities arose from the temporary
difference of intangible assets acquired from the acquisition.

 The amounts of revenue and net loss of Tongdow
Internet Technology included in the Company's consolidated statement of income and other comprehensive income (loss) from the acquisition
date to December 31, 2022 are as follows:

 From
 acquisition
 date to
 2022

 Net revenue

 $
 -

 Net income

 $
 ( 775,970
)

 The following table presents the Company's
unaudited pro forma results for the years ended December 31, 2022 and 2021, respectively, as if the Tongdow Internet Technology was acquired
on January 1, 2021. The unaudited pro forma financial information presented includes the effects of adjustments related to the amortization
of acquired intangible assets, and excludes other non-recurring transaction costs directly associated with the acquisition such as legal
and other professional service fees. Statutory rates were used to calculate income taxes.

 For the years ended

 2022

 2021

 Pro forma revenue

 $
 156,857,770

 $
 201,134,242

 Pro forma net income (loss)

 $
 363,259
 (1)

 (1,432,213

) (1)

 Pro forma net income (loss) attributable to TD Holdings, Inc.

 $
 1,996,447
 (1)

 (1,260,063

) (1)

 Pro forma income (loss) per share - basic

 $
 0.01

 $
 ( 0.07
)

 Pro forma income (loss) per share - diluted

 0.01

 ( 0.06
)

 Weighted average shares - basic

 52,972,727

 21,483,527

 Weighted average shares - diluted

 58,590,270

 24,219,866

 (1)
 Includes
intangibles asset amortization expense of $ 4,460,237 and $ 387,561 for the years ended December 31, 2022 and 2021, respectively.

 2)

 ACQUISITION OF QIANHAI BAIYU

 As of December 31, 2019, Qianhai Baiyu was identified
as a related party of the Company, as Qianhai Biayu was controlled by Mr. Zhiping Chen, the legal representative of Huamucheng before
March 31, 2020. On March 31, 2020, Mr. Zhiping Cheng transferred its equity interest in Qianhai Baiyu to Shenzhen Xinsuniao, and Qianhai
Baiyu became a third party to the Company.

 On October 26, 2020, the Company, through Huamucheng,
entered into certain share purchase agreements (the " SPA ") with Shenzhen Xinsuniao, to acquire 100 % equity interest
of Qianhai Baiyu, which is primarily engaged in sales of commodity products and provision of supply chain management services in the PRC.

 On the same date, the Company closed acquisition
of Qianhai Baiyu for an aggregated cash consideration of RMB 670 million (approximately $ 102.6 million), of which 85 % was paid before December
25, 2020 and the remaining 15 % or $ 15.4 million, which was recorded in the account of "acquisition payable", will be paid
in installments on or before December 25, 2021.

 The transaction was accounted for as a business
combination using the purchase method of accounting in accordance with ASC 805-10-20. The purchase price allocation of the transaction
was determined by the Company with the assistance of an independent appraisal firm based on the fair value of the assets acquired
and liabilities assumed as of the acquisition date.

 F- 25

 3.

 SIGNIFICANT ACQUISITIONS (CONTINUED)

 The following table presents the purchase price
allocation to assets acquired and liabilities assumed for Qianhai Baiyu as of the acquisition date:

 As of
 October 26,
 2020

 Cash and cash equivalents

 $
 287,129

 Inventories

 406,503

 Prepayments

 27,917,158

 Other current assets

 374,300

 Intangible assets (customer relationship)

 20,117,564

 Bank borrowings

 ( 1,653,247
)

 Advances from customers

 ( 2,302,998
)

 Taxes payable

 ( 4,173,333
)

 Other current liabilities

 ( 2,703,477
)

 Deferred tax liabilities

 ( 5,029,391
)

 Goodwill

 69,322,325

 Total purchase consideration

 $
 102,562,533

 Changes in the carrying amount of goodwill for
the year ended December 31, 2023 consisted of the following:

 As of
 2023

 Beginning balance as of October 26, 2020

 $
 65,022,402

 Addition by the changes of foreign currency exchange rate

 ( 1,084,211
)

 Goodwill (Note 7)

 $
 63,938,191

 The intangible assets mainly include customer
relationship of $ 20.1 million, with definite lives of 6.2 years. Amortization expenses of $ 3,024,302 related to the customers relationship
was recorded for the year ended December 31, 2023. Estimated amortization expense related to the intangible assets for each of the years
subsequent to December 31, 2023 is as follows:

 For the year ended December 31, 2023

 Amortization
 expenses

 2024

 $
 3,008,930

 2025

 3,008,930

 2026

 3,008,930

 Total:

 $
 9,026,790

 The goodwill of $ 69.3 million arising from the
acquisition consists largely of the synergies and economics of scales expected from combining the commodity trading business of both Huamucheng
and Qianhai Baiyu. The goodwill from the acquisition represents future economic benefits that we expect to achieve as a result of the
acquisition. The goodwill is not expected to be deductible for tax purposes for the acquisition. Goodwill will not be amortized but instead
will be tested for impairment at least annually and more frequent if certain indicators of impairment are present. As of December 31,
2023 and 2022, the Company did not note indicators of impairment and did not record an impairment against goodwill.

 4.

 LOANS RECEIVABLE FROM THIRD PARTIES

 2023

 2022

 Loan receivable from third parties

 $
 240,430,865

 $
 143,174,634

 As of December 31, 2023, the Company has thirteen
loan agreements compared with seventeen loan agreements on December 31, 2022. The Company provided loans aggregating $ 223,111,724 for
the purpose of making use of idle cash and maintaining long-term customer relationship and paid back $ 125,855,493 during the year ended
December 31, 2023. These loans will mature in April 2024 through November 2024, and charges interest rate of 10.95 % per annum on these
customers.

 Interest income of $ 20,102,827 and $ 17,033,228
was recognized for years ended December 31, 2023 and 2022. As of December 31, 2023 and December 31,2022, the Company recorded an
interest receivable of $ 5,931,541 and $ 3,337,655 as reflected under "other current assets" in the audited condensed consolidated
balance sheets.

 As of December 31, 2023 and December 31,2022,
there was no allowance recorded as the Company considers all of the loan receivable fully collectible.

 F- 26

 5.

 INVENTORIES, NET

 The Company's inventories consist of aluminum
ingots, etc. that were purchased from third parties for resale to third party. Inventories consisted of the following:

 2023

 2022

 Aluminum ingots

 $
 259,806

 $
 475,096

 Less: impairment for inventories

 -

 ( 16,939
)

 Inventories, net

 $
 259,806

 $
 458,157

 For the years ended December 31, 2023 and 2022,
the Company accrued impairment of $ Nil and $ 16,939, respectively for impairment item.

 6.

 PLANT AND EQUIPMENT, NET

 2023

 2022

 Cost:

 Office equipment

 $
 43,999

 $
 9,747

 Accumulated depreciation:

 Office equipment

 $
 ( 11,909
)

 $
 ( 3,377
)

 Plant and equipment, net

 $
 32,090

 $
 6,370

 Depreciation expense was $ 8,624, and currency
translation difference was $ 92 for the year ended December 31, 2023.

 Depreciation expense was $ 2,885, and currency
translation difference was $ 135 for the year ended December 31, 2022.

 7.

 GOODWILL

 Changes in the carrying amount of goodwill by
segment for the years ended December 31, 2023 and 2022 were as follows:

 Acquisition of Qianhai
 Baiyu

 Acquisition of
 Tongdow Internet
 Technology

 Total

 Balance as of December 31, 2021 (i)

 $
 71,028,283

 $
 -

 $
 71,028,283

 Additions (ii)

 -

 92,505,479

 92,505,479

 Foreign currency translation adjustments

 ( 6,005,881
)

 2,685,669

 ( 3,320,212
)

 Balance as of December 31, 2022

 $
 65,022,402

 $
 95,191,148

 $
 160,213,550

 Foreign currency translation adjustments

 ( 1,084,211
)

 ( 1,587,258
)

 ( 2,671,469
)

 Balance as of December 31, 2023

 $
 63,938,191

 $
 93,603,890

 $
 157,542,081

 (i)
 The goodwill associated with the Baiyu Acquisition was initially
recognized at the acquisition closing date on October 26, 2020 (Note 3).

 (ii)
 During the year ended December 31, 2022, the goodwill associated
with the Tongdow Internet Technology Acquisition was initially recognized at the acquisition closing date on October 17, 2022 (Note 3).

 Based on an assessment of the qualitative factors,
management determined that it is more-likely-than-not that the fair value of the reporting unit is in excess of its carrying amount. Therefore,
management concluded that it was not necessary to proceed to the two-step goodwill impairment test. No impairment loss or other changes
were recorded, except the influence of foreign currency translation for the years ended December 31, 2023 and 2022.

 F- 27

 8.

 INTANGIBLE ASSETS

 2023

 2022

 Gross carrying amount:

 Customer relationships

 $
 18,555,071

 $
 18,869,713

 Software copyright

 47,015,968

 47,813,227

 Total

 $
 65,571,039

 $
 66,682,940

 Accumulative amortization:

 Customer relationships

 $
 ( 9,528,280
)

 $
 ( 6,629,899
)

 Software copyright

 ( 10,757,142
)

 ( 5,938,314
)

 Total

 $
 ( 20,285,422
)

 $
 ( 12,568,213
)

 Intangible assets, net

 $
 45,285,617

 $
 54,114,727

 The Company's intangible assets
consist of customer relationships and software copyright, the customer relationships are generally recorded in connection with
acquisitions at their fair value and the software copyrights are purchased in March 2021 and recorded in connection with Shenzhen
Tongdow Internet Technology acquisition. Intangible assets with estimable lives are amortized, generally on a straight-line basis,
over their respective estimated useful lives of 6.2 years for customer relationships, and 6.83 years for one software copyright
purchased in March 2021 and 10 years for other software copyrights recorded in connection with Shenzhen Tongdow Internet Technology
acquisition, to their estimated residual values and reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount may not be recoverable.

 For the years ended December 31, 2023 and 2022,
the Company amortized $ 7,967,272 and $ 4,630,169 respectively. No impairment loss was made against the intangible assets during the
year ended December 31, 2023 and 2022.

 The estimated amortization expense for these intangible
assets in the next five years and thereafter is as follows:

 Period ending December 31, 2023:

 Amount

 2024

 $
 7,926,776

 2025

 7,926,776

 2026

 7,926,776

 2027

 4,915,573

 2028

 Thereafter

 12,354,043

 Total:

 $
 45,285,617

 9.

 BANKS BORROWINGS

 Bank borrowings represent the amounts due to various
banks that are due within one year. As of December 31, 2022 and 2023, bank loans consisted of the following:

 December 31, 2023

 December 31, 2022

 Short-term bank loans:

 Loan from Bank of Baosheng County Bank

 $
 988,324

 $
 1,005,083

 Loan from Bank of Communications

 69,324

 -

 Total

 $
 1,057,648

 $
 1,005,083

 In August 2022, Qianhai Baiyu entered into another
five loan agreements with Baosheng County Bank to borrow a total amount of RMB 7.0 million as working capital for one year, with the maturity
date of August 2023. In August 2023, the company and the bank renewed the contract, extending the borrowing time to August 24. The five
loans bear a fixed interest rate of 7.8 % per annum and are guaranteed by Shenzhen Herun Investment Co., Ltd, Li Hongbin and Wang Shuang.

 In August 2023, Qianhai Baiyu entered into a loan
agreement with the Bank of Communications, borrowing a total of RMB 4.91 million yuan as a one-year working capital, with the maturity
date of August 2024.The loan bears a fixed interest rate of 4.15% per annum.

 F- 28

 10.

 LEASES

 The Company leases offices space under non-cancelable
operating leases, with terms with 24 months. The Company considers those renewal or termination options that are reasonably certain to
be exercised in the determination of the lease term and initial measurement of right of use assets and lease liabilities. The amortization
of right of use assets for lease payment is recognized on a straight-line basis over the lease term. Leases with initial term of 12 months
or less are not recorded on the balance sheet.

 The Company determines whether a contract is or
contains a lease at inception of the contract and whether that lease meets the classification criteria of a finance or operating lease.
When available, the Company uses the rate implicit in the lease to discount lease payments to present value; however, most of the Company's
leases do not provide a readily determinable implicit rate. Therefore, the Company discount lease payments based on an estimate of its
incremental borrowing rate.

 The Company's lease agreements do not contain
any material residual value guarantees or material restrictive covenants.

 Supplemental balance sheet information related
to operating lease was as follows:

 2023

 2022

 Right-of-use lease assets, net

 $
 83,375

 $
 196,826

 Lease Liabilities-current

 $
 86,691

 $
 116,170

 Lease liabilities-non current

 -

 84,164

 Total

 $
 86,691

 $
 200,334

 The weighted average remaining lease terms and
discount rates for the operating lease were as follows as of December 31, 2023:

 Remaining lease term and discount rate:

 Weighted average remaining lease term (years)

 0.83

 Weighted average discount rate

 4.75
 %

 For the years ended December 31, 2022 and 2023,
the Company charged total amortization of right-of-use assets of $ 45,309 and $ 110,959, respectively.

 Interest expenses were $ 1,138 and $ 6,358 for the
years ended December 31, 2022 and 2023, respectively.

 The following is a schedule, by fiscal years,
of maturities of lease liabilities as of December 31, 2023:

 Period ending December 31, 2023:

 Amount

 2024

 $
 88,720

 Total lease payments

 88,720

 Less: imputed interest

 2,029

 Present value of lease liabilities

 86,691

 11.

 OTHER CURRENT LIABILITIES

 2023

 2022

 Accrued payroll and benefit

 $
 3,210,615

 $
 1,831,506

 Other tax payable

 3,352,643

 3,451,928

 Others

 15,091

 65,212

 $
 6,578,349

 $
 5,348,646

 F- 29

 12.

 CONVERTIBLE PROMISSORY NOTES

 2023

 2022

 Convertible promissory notes – principal

 $
 3,043,358

 $
 4,053,982

 Convertible promissory notes – discount

 ( 159,219
)

 ( 325,416
)

 Convertible promissory notes – interest

 1,400,483

 479,575

 Convertible promissory notes, net

 $
 4,284,622

 $
 4,208,141

 On October 4, 2021, the Company entered into a
securities purchase agreement with Atlas Sciences, LLC, a Utah limited liability company, pursuant to which the Company issued the investor
an unsecured promissory note on October 4, 2021 in the original principal amount of $ 2,220,000, convertible into shares of the Company's
common stock, for $ 2,000,000 in gross proceeds. The convertible promissory note includes an original issue discount of $ 200,000 along
with $ 20,000 for the investor's fees, costs and other transaction expenses incurred in connection with the purchase and sale of
the Note. The Company settled convertible promissory notes of $ 250,000 on June 23, 2022, $ 125,000 on July 7, 2022, $ 125,000 on July 18,
2022, $ 125,000 on July 26, 2022, $ 125,000 on August 4, 2022, $ 125,000 on September 6, 2022, $ 125,000 on September 29, 2022, $ 125,000 on
November 14, 2022, $ 125,000 on November 11, 2022,$ 125,000 on December 16, 2022 and $ 125,000 on December 30, 2022 respectively, and issued
 6,579, 2,714, 2,512, 2,502, 2,502, 3,016, 3,034, 2,894, 2,972, 2,968 and 2,968 shares of the Company's Common Stock on June 27, 2022,
July 7, 2022, July 19, 2022, July 26, 2022, August 5, 2022, September 12, 2022, October 13, 2022, November 7, 2022, November 15, 2022,
December 19, 2022 and December 30, 2022, respectively, for the year ended December 31, 2022.The Company settled convertible promissory
notes of $ 125,000 on January 10, 2023, $ 125,000 on January 18, 2023, $ 250,000 on February 2, 2023, $ 250,000 on March 2, 2023, $ 250,000
on April 5, 2023 and $ 102,215 on June 20, 2023, respectively, and issued 2,956, 2,950, 5,860, 5,591, 7,143 and 4,180 shares of the Company's
common stock on January 12, 2023, January 18, 2023, February 3, 2023, March 2, 2023, April 10, 2023 and June 21, 2023, respectively for
the year ended December 31, 2023.As of December 31, 2023, the convertible promissory note issued on October 4, 2021 has been fully settled.

 On May 6, 2022, the Company entered
into a securities purchase agreement with Streeterville Capital, LLC, a Utah limited liability company, pursuant to which the
Company issued the investor a convertible promissory note in the original principal amount of $ 3,320,000, convertible into shares of
Common Stock, $ 0.001 par value per share, of the Company, for $ 3,000,000 in gross proceeds. By written consent dated May 10, 2022,
as permitted by Section 228 of the Delaware General Corporation Law and Section 8 of Article II of our bylaws, the stockholders who
have the authority to vote a majority of the outstanding shares of Common Stock approved the following corporate actions: (i) the
entry into a purchase agreements dated as of May 6, 2022 by and between the Company and Investor, pursuant to which the Company
issued the note dated as of May 6, 2022 to the investor; and (ii) the issuance of shares of Common Stock in excess of 19.99 % of the
currently issued and outstanding shares of Common Stock of the Company upon the conversion of the note. The Company settled a
convertible promissory note of $ 375,000 on November 16, 2022, and issued 445,749 shares of the Company's Common Stock on
November 17, 2022. The Company settled convertible promissory notes of $ 200,000 on January 18, 2023, $ 200,000 on February 3, 2023,
$ 175,000 on February 8, 2023, $ 250,000 on February 15, 2023, $ 250,000 on March 8, 2023, $ 125,000 on March 24, 2023,$ 150,000 on
September 14,2023,$ 200,000 on October 7,2023 and $ 175,000 on November 8, 2023, respectively, and issued 4,719, 4,688, 4,102, 5,860,
 5,591, 2,913, 3,496, 131,585 and 115,137 shares of the Company's common stock on January 19, 2023, February 6, 2023, February
8, 2023, February 15, 2023, March 15, 2023, March 29, 2023, March 29, 2023, September 14,2023, October 7,2023 and November 8, 2023,
respectively for the year ended December 31, 2023.

 On March 13, 2023, the Company entered into a
securities purchase agreement with Streeterville Capital, LLC, a Utah limited liability company, pursuant to which the Company issued
the investor a convertible promissory note in the original principal amount of $ 3,320,000, convertible into shares of Common Stock, $ 0.001
par value per share, of the Company, for $ 3,000,000 in gross proceeds. By written consent dated March 6, 2023, as permitted by Section
228 of the Delaware General Corporation Law and Section 8 of Article II of our bylaws, the stockholders who have the authority to vote
a majority of the outstanding shares of Common Stock approved the following corporate actions: (i) the entry into a purchase agreement,
with terms substantially the same as the agreement attached in the aforesaid purchase agreement, by and between the Company and Investor,
pursuant to which the Company issued an unsecured convertible promissory to the investor; and (ii) the issuance of shares of Common Stock
in excess of 19.99 % of the currently issued and outstanding shares of Common Stock of the Company upon the conversion of the note. The
Company settled convertible promissory notes issued on September 13, 2023 of $ 300,000 on September 7, 2023, $ 200,000 on October 10, 2023,
$ 175,000 on October 13, 2023, $ 150,000 on November 16, 2023 and $ 150,000 on December 5, 2023,respectively, and issued 41,829, 41,736,
 36,920, 109,075 and 109,075 shares of the Company's common stock on September 12, 2023, October 11, 2023, October 13, 2023, November
20, 2023 and December 7, 2023, respectively for the year ended December 31, 2023.

 F- 30

 12.

 CONVERTIBLE PROMISSORY NOTES (CONTINUED)

 The above two unsettled convertible promissory
notes, issued on May 6, 2022 and March 13, 2023, have a maturity date of 12 months with an interest rate of 10 % per annum. The
Company retains the right to prepay the note at any time prior to conversion with an amount in cash equal to 125 % of the principal that
the Company elects to prepay at any time six months after the issue date, subject to maximum monthly redemption amount of $ 375,000 and
$ 375,000, respectively. On or before the close of business on the third trading day of redemption, the Company should deliver conversion
shares via "DWAC" (DTC's Deposit/Withdrawal at Custodian system). The Company will be required to pay the redemption
amount in cash, or chooses to satisfy a redemption in registered stock or unregistered stock, such stock shall be issued at 80 % of
the average of the lowest "VWAP" (the volume-weighted average price of the Common Stock on the principal market for a particular
Trading Day or set of Trading Days) during the fifteen trading days immediately preceding the redemption notice is delivered.

 For the above two unsettled convertible
promissory notes, upon evaluation, the Company determined that the Agreements contained embedded beneficial conversion features
which met the definition of Debt with Conversion and Other Options covered under the Accounting Standards Codification topic
470 (" ASC 470 "). According to ASC 470, an embedded beneficial conversion feature present in a convertible
instrument shall be recognized separately at issuance by allocating a portion of the proceeds equal to the intrinsic value of that
feature to additional paid-in capital. Pursuant to the agreements, the Company shall recognize embedded beneficial conversion
features three months after commitment date of $ 913,000 and $ 913,000 respectively. Beneficial conversion features have been
recognized into discount on convertible promissory notes and additional paid-in capital and such discount will be amortized in 12
months until the notes will be settled. For the year ended December 31, 2023, the Company has recognized the amortization of
beneficial conversion feature $ 218,750 and $ 820,448 to profit.

 13.

 EQUITY

 Common stock issued in private placements

 On November 5, 2021, the Company entered into
a certain securities purchase agreement with Huiwen Hu, affiliates of the Company and Mr. Shuxiang Zhang, and certain other non-affiliate
purchasers whom are "non-U.S. Persons", pursuant to which the Company agreed to sell an aggregate of 260,000 shares of its
common stock. The gross proceeds to the Company from the Common Stock Offering were $ 45.5 million. Since Ms. Hu and Mr. Zhang are affiliates
of the Company, the Common Stock Offering has been approved by the Audit Committee of the Board of Directors of the Company as well as
the Board of Directors of the Company. The shares were issued on January 11,2022. The Company received proceeds of $ 45.5 million in
January 2022.

 On May 27, 2022, the Company entered into
that certain securities purchase agreement with Mr. Xiangjun Wang and Mr. Heung Ming (Henry) Wong, affiliates of the Company, and certain
other non-affiliate purchasers who are "non-U.S. Persons" pursuant to which the Company agreed to sell an aggregate of 228,400
shares of Common Stock, par value $ 0.001 per share. The transaction was consummated on June 24, 2022 by the issuance of 228,400 shares
of Common Stock. The Company received proceeds of $ 11,420,000 in June 2022.

 On November 6, 2022, the Company entered into
that certain securities purchase agreement with Ms. Renmei Ouyang, Chairwomen and Chief Executive Officer of the Company, and certain
other purchasers who are non-U.S. Persons, (as defined in Regulation S under the Securities Act of 1933, as amended), pursuant to which
the Company agreed to sell an aggregate of 1,000,000 shares of its common stock, at a purchase price of $ 1.15 per share
("November 2022 PIPE"). The gross proceeds to the Company from the November 2022 PIPE will be $ 57.5 million. Since Ms.
Renmei Ouyang is an affiliate of the Company, the November 2022 PIPE has been approved by the Audit Committee of the Board of Directors
of the Company as well as the Board of Directors of the Company.

 On January 9, 2023, the Company entered into a
certain securities purchase agreement with Ms. Huiwen Hu, an affiliate of the Company, and certain other purchasers who are non-U.S. Persons,
(as defined in Regulation S under the Securities Act of 1933, as amended), pursuant to which the Company agreed to sell an aggregate of
 700,000 shares of its common stock, at a purchase price of $ 60.50 per share ("January 2023 PIPE"). The gross proceeds to the
Company from the January 2023 PIPE were $ 42.35 million. Since Ms. Huiwen Hu is an affiliate of the Company, the January 2023 PIPE has
been approved by the Audit Committee as well as the Board of Directors of the Company.

 F- 31

 13.

 EQUITY (CONTINUED)

 On August 1, 2023, the Company entered into a
certain securities purchase agreement with Mr. Wenhao Cui, an affiliate of the Company, and certain other purchasers who are non-U.S.
Persons, (as defined in Regulation S under the Securities Act of 1933, as amended), pursuant to which the Company agreed to sell an aggregate
of 560,000 shares of its common stock, at a purchase price of $ 17.50 per share ("August 2023 PIPE"). The gross proceeds to
the Company from the January 2023 PIPE were $ 9.8 million. Since Ms. Huiwen Hu is an affiliate of the Company, the August 2023 PIPE has
been approved by the Audit Committee as well as the Board of Directors of the Company.

 On November 16, 2023, the Company entered into
a certain securities purchase agreement with certain purchasers who are non-U.S. Persons, (as defined in Regulation S under the Securities
Act of 1933, as amended), pursuant to which the Company agreed to sell an aggregate of 15,000,000 shares of its common stock, at a purchase
price of $ 2.09 per share ("November 16 PIPE"). The gross proceeds to the Company from the January 2023 PIPE were $ 31.35 million.

 Settlement and Restated Common Stock Purchase
Agreement

 On January 19, 2021,
the Company entered into a common stock purchase agreement, with White Lion Capital, LLC, a Nevada limited liability company, and on September
13, 2021, the Company entered into a Settlement and Mutual Release Agreement (the "Settlement Agreement") with the investor.
Pursuant to the Settlement Agreement, the Company and the investor agreed that on any trading day selected by the Company, provided that
the closing price of the Company's common stock, par value $ 0.001 per share, on the date of purchase notice is greater than or equal
to $ 1.00 and there is an effective registration statement for the resale by the investor of the purchase notice shares, the Company has
the right, but not the obligation, to present investor with a purchase notice, directing the investor to purchase up to certain amount
shares of the Company's Common Stock.

 On December 12, 2022, the Company entered into
a Settlement and Restated Common Stock Purchase Agreement (the "Restated Agreement") with the investor. Pursuant to the Restated
Agreement, in consideration for the investor's execution and delivery of, and performance under the Restated Agreement, the Company
agreed to issue to the investor 6,000 unregistered shares of Common Stock within five business days of execution of the Restated Agreement.
In addition, within thirty days of the execution of the Restated Agreement, the Company shall deliver to the investor a purchase notice
for 9,786 shares of Common Stock (the "First Purchase Notice") at a purchase price of 80 % of the lowest daily volume-weighted
average price ("VWAP") of the Company's Common Stock during the valuation period as defined in the Restated Agreement
(the "Purchase Price"). Within thirty days of the closing of the First Purchase Notice, the Company shall deliver to the investor
a purchase notice for 4,000 purchase notice shares (the "Second Purchase Notice") at the Purchase Price. Between the closing
date of the Second Purchase Notice and the period ending on the earlier of (i) March 31, 2023 or (ii) the date on which the investor shall
have purchased an aggregate of 57,786 purchase notice shares, the Company shall have the right, but not the obligation, to direct the
Investor to purchase up to 38,000 purchase notice shares at which (i) the first 12,000 purchase notice shares shall be at the Purchase
Price and (ii) any remaining purchase notice shares shall be at a purchase price of 85% of the lowest daily VWAP of the Company's
Common Stock during the valuation period as defined in the Restated Agreement.

 According to the agreement, the company has issued
 9,569 and 4,000 shares of common stock on January 20 2023 and February 1 2023, and received proceeds of $ 400,182 and $ 158,891 in January
2023 and February 2023.

 Common stock issued pursuant to the conversion
of convertible promissory notes

 The Company settled the convertible promissory
notes issued on October 4, 2021 of $ 250,000 on June 23, 2022, $ 125,000 on July 7, 2022, $ 125,000 on July 18, 2022, $ 125,000 on July 26,
2022, $ 125,000 on August 4, 2022, $ 125,000 on September 6, 2022, $ 125,000 on September 29, 2022, $ 125,000 on November 14, 2022, $ 125,000
on November 11, 2022 and $ 125,000 on December 16, 2022, respectively, and issued 6,579, 2,714, 2,512, 2,502, 2,502, 3,016, 3,034, 2,894,
 2,972 and 2,968 shares of the Company's Common Stock on June 27, 2022, July 7, 2022, July 19, 2022, July 26, 2022, August 5, 2022,
September 12, 2022, October 13, 2022, November 7, 2022, November 15, 2022 and December 19, 2022, respectively, for the year ended December
31, 2022.In addition, the Company settled convertible promissory notes of $ 125,000 on January 10, 2023, $ 125,000 on January 18, 2023,
$ 250,000 on February 2, 2023, $ 250,000 on March 2, 2023, $ 250,000 on April 5, 2023 and $ 102,215 on June 20, 2023, respectively, and issued
 2,956, 2,950, 5,860, 5,591, 7,143 and 4,180 shares of the Company's common stock on January 12, 2023, January 18, 2023, February
3, 2023, March 2, 2023, April 10, 2023 and June 21, 2023, respectively for the year ended December 31, 2023.

 F- 32

 13.

 EQUITY (CONTINUED)

 The Company settled the convertible promissory
note issued on May 6, 2022 of $ 375,000 on November 16, 2022, and issued 445,749 shares of the Company's Common Stock on November
17, 2022.In addition, The Company settled convertible promissory notes of $ 200,000 on January 18, 2023, $ 200,000 on February 3, 2023,
$ 175,000 on February 8, 2023, $ 250,000 on February 15, 2023, $ 250,000 on March 8, 2023, $ 125,000 on March 24, 2023,$ 150,000 on September
14,2023,$ 200,000 on October 7,2023 and $ 175,000 on November 8, 2023, respectively, and issued 4,719, 4,688, 4,102, 5,860, 5,591, 2,913,
 3,496, 131,585 and 115,137 shares of the Company's common stock on January 19, 2023, February 6, 2023, February 8, 2023, February
15, 2023, March 15, 2023, March 29, 2023, March 29, 2023, September 14,2023, October 7,2023 and November 8, 2023, respectively for the
year ended December 31, 2023.

 The Company settled convertible promissory notes
issued on September 13, 2023 of $ 300,000 on September 7, 2023, $ 200,000 on October 10, 2023, $ 175,000 on October 13, 2023, $ 150,000 on
November 16, 2023 and $ 150,000 on December 5, 2023,respectively, and issued 41,829, 41,736, 36,920, 109,075 and 109,075 shares of the
Company's common stock on September 12, 2023, October 11, 2023, October 13, 2023, November 20, 2023 and December 7, 2023, respectively
for the year ended December 31, 2023.

 Reverse stock split of common stock

 On August 8, 2022, The Company completed a five
(5) for one (1) Reverse Stock Split (the "Reverse Split") of our issued and outstanding ordinary shares, par value $ 0.001
per share.

 On October 30, 2023, The Company completed a fifty
(50) for one (1) reverse stock split of our issued and outstanding common stock, par value $ 0.001 per share.

 The Reverse Stock Split applied to the issued
shares of the Company on the date of the Reverse Stock Split and does not have any retroactive effect on the Company's shares prior
to that date. However, for accounting purposes only, references to our ordinary shares in this quarterly report are stated as having been
retroactively adjusted and restated to give effect to the Reverse Split, as if the Reverse Split had occurred by the relevant earlier
date.

 Share Issuances to Service Providers

 In June 2023, the Company issued under its 2023
Stock Incentive Plan a total of 220,000 shares of common stock to certain service providers, and recorded $ 5,698,000 in stock-based compensation
expenses.

 Common stocks issued for exercise of warrants
by holders of warrants

 Warrants

 A summary of warrants activity for the year ended
December 31, 2023 was as follows:

 Number of
 shares

 Weighted
 average life

 Weighted
 average
 exercise
 price

 Intrinsic
 Value

 Balance of warrants outstanding and exercisable as of December 31, 2022

 3.70 years

 $
 7.15

 -

 Granted

 -

 -

 -

 Exercised

 -

 -

 -

 Balance of warrants outstanding and exercisable as of December 31, 2023

 3.70 years

 $
 7.15

 -

 As of December 31, 2023, the Company had 77,093
shares of warrants, among which 1,093 shares of warrants were issued to two individuals in private placements, and 76,000 shares of warrants were
issued in three private placements closed on September 22, 2021.

 In connection with 76,000 shares of warrants,
the Company issued warrants to investors to purchase a total of 76,000 ordinary shares with a warrant term of five (5) years. The warrants
have an exercise price of $ 28.75 per share.

 F- 33

 13.

 EQUITY (CONTINUED)

 The Warrants ended on December 31, 2023 are subject
to anti-dilution provisions to reflect stock dividends and splits or other similar transactions, but not as a result of future securities
offerings at lower prices. The warrants did not meet the definition of liabilities or derivatives, and as such they are classified as
equity.

 Statutory reserve

 The Company is required to set aside at least
10% of their after-tax profits each year, if any, to fund certain statutory reserve funds until such reserve funds reach 50% of its registered
capital. In addition, the Company may allocate a portion of its after-tax profits based on PRC accounting standards to enterprise expansion
fund and staff bonus and welfare fund at its discretion. The statutory reserve funds and the discretionary funds are not distributable
as cash dividends.

 As of December 31, 2023 and 2022, the Company's
PRC profit generating subsidiaries accrued statutory reserve funds of $ 2,602,667 and $ 2,602,667, respectively.

 14.

 INCOME (LOSS) PER SHARE

 The following table sets forth the computation
of basic and diluted loss per common share for the years ended December 31, 2023 and 2022, respectively:

 2023

 2022

 Net (loss) income

 $
)

 $

 Weighted Average Shares Outstanding-Basic

 4,682,151

 1,059,455

 Weighted Average Shares Outstanding- Diluted

 8,523,958

 1,171,805

 Income (loss) per share- basic

 $
 ( 0.48
)

 $
 4.01

 Income (loss) per share- diluted

 $
 ( 0.27
)

 $
 3.63

 Basic income(loss) per share is computed by dividing
the net loss by the weighted average number of common shares outstanding during the period. Diluted loss per share is the same as basic
loss per share due to the lack of dilutive items in the Company for the years ended December 31, 2023 and 2022. The number of warrants
is excluded from the computation as the anti-dilutive effect.

 The following table includes the number of shares
that may be dilutive potential common shares in the future. The holders of these shares do not have a contractual obligation to share
in our losses and thus these shares were not included in the computation of diluted loss per share because the effect was anti-dilutive.

 2023

 2022

 Warrants

 F- 34

 15.

 INCOME TAXES

 The United States of America

 On December 22, 2017, the Tax Cuts and Jobs Act
of 2017 (the " Tax Act ") was signed into law, which has made significant changes to the Internal Revenue Code. Those
changes include, but are not limited to, a U.S. corporate tax rate decrease from 35 % to 21 % effective for tax years beginning after December 31,
2017, the transition of U.S international taxation from a worldwide tax system to a territorial system, and a one-time transition tax
on the deemed repatriation of cumulative foreign earnings as of December 31, 2017. Accordingly, the Company reevaluated its deferred
tax assets on net operating loss carryforward in the U.S. As of December 31, 2020, due to uncertainties surrounding future utilization,
the Company recorded a full valuation allowance against the deferred tax assets based upon management's assessment as to their realization.

 PRC

 Effective January 1, 2008, the New Taxation Law
of PRC stipulates that domestic enterprises and foreign invested enterprises (the " FIEs ") are subject to a uniform
tax rate of 25 %. Under the PRC tax law, companies are required to make quarterly estimate payments based on 25% tax rate; companies that
received preferential tax rates are also required to use a 25% tax rate for their installment tax payments. The overpayment, however,
will not be refunded and can only be used to offset future tax liabilities.

 Income tax expenses consist of the following:

 2023

 2022

 Current income tax expenses

 $
 ( 4,771,132
)

 $
 ( 4,045,786
)

 Deferred income tax benefits

 756,076

 792,114

 Income tax expenses

 $
 ( 4,015,056
)

 $
 ( 3,253,672
)

 The Company evaluates the level of authority for
each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measures
the unrecognized benefits associated with the tax positions. For the years ended December 31, 2023 and 2022, the Company had no unrecognized
tax benefits. Due to uncertainties surrounding future utilization, the Company estimates there will not be sufficient future income to
realize the deferred tax assets. The Company maintains a full valuation allowance on its net deferred tax assets as of December 31,
2023 and 2022.

 2023

 2022

 Deferred tax assets

 Net operating loss carryforwards in the PRC

 $
 370,133

 $
 174,109

 Federal Net operating loss carryforwards in the U.S.

 5,381,954

 3,497,656

 State Net operating loss carryforwards in the U.S.

 3,331,686

 2,165,215

 Amortization of beneficial conversion feature relating to issuance of convertible promissory notes

 1,482,487

 1,276,065

 Amortization of relative fair value of warrants relating to issuance of convertible promissory notes

 642,600

 642,600

 Impairment of equity investment

 86,100

 86,100

 Less: valuation allowance

 ( 11,294,960
)

 ( 7,841,745
)

 $
 -

 $
 -

 Deferred tax liabilities

 Amortization of intangible assets acquired in business combination

 $
 2,256,696

 $
 3,059,953

 $
 2,256,696

 $
 3,059,953

 F- 35

 15.

 INCOME TAXES (CONTINUED)

 Below is a reconciliation of the statutory tax
rate to the effective tax rate of continuing operations:

 2023

 2022

 PRC statutory tax rate

 %

 %

 Impact of different income tax rates in other jurisdictions

 20.8
 %

 3.0
 %

 Effect of non-deductible expenses

 ( 0.1
)%

 0.0
 %

 Effect of valuation allowance for deferred tax assets

 183.8
 %

 15.3
 %

 Effective tax rate

 229.5
 %

 43.3
 %

 As of December 31, 2023 and 2022, the Company
had U.S. domestic cumulative tax loss carryforwards of $ 25.6 million and $ 16.7 million, respectively, which may be available
to reduce future income tax liabilities and will expire in the years 2027 through 2037. In addition, the Company had minimal PRC
tax loss carryforwards will expire beginning year 2022 to year 2026.

 Realization of the Company's net deferred
tax assets is dependent upon the Company's ability to generate future taxable income in the respective tax jurisdictions to obtain
benefit from the reversal of temporary differences and net operating loss carryforwards. Full valuation allowance of $ 11,294,960 was recorded
against deferred tax assets.

 Uncertain tax positions

 The Company accounts for uncertainty in income
taxes using a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for
recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained
on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the
largest amount that is more than 50% likely of being realized upon settlement. Interest and penalties related to uncertain tax positions
are recognized and recorded as necessary in the provision for income taxes. The Company is subject to income taxes in the PRC. According
to the PRC Tax Administration and Collection Law, the statute of limitations is three years if the underpayment of taxes is due to computational
errors made by the taxpayer or the withholding agent. The statute of limitations is extended to five years under special circumstances,
where the underpayment of taxes is more than RMB 100,000. In the case of transfer pricing issues, the statute of limitation is ten years.
There is no statute of limitation in the case of tax evasion. There were no uncertain tax positions as of December 31, 2023 and 2022
and the Company does not believe that its unrecognized tax benefits will change over the next twelve months.

 16.

 RELATED PARTY TRANSACTIONS AND BALANCES

 1)
 Nature of relationships with related parties

 Name

 Relationship with the Company

 Guangzhou Chengji Investment Development Co., Ltd. ("Guangzhou Chengji")

 Controlled by Mr. Weicheng Pan, who is a former independent director of the Company.

 Yunfeihu International E-commerce Group Co., Ltd ("Yunfeihu")

 An affiliate of the Company, over which an immediate family member of Chief Executive Officer owns equity interest and plays a role of director and senior management

 Shenzhen Tongdow International Trade Co., Ltd. ("TD International Trade")

 Controlled by an immediate family member of Chief Executive Officer of the Company

 Beijing Tongdow E-commerce Co., Ltd. ("Beijing TD")

 Wholly owned by Tongdow E-commerce Group Co., Ltd. which is controlled by an immediate family member of Chief Executive Officer of the Company

 Shanghai Tongdow Supply Chain Management Co., Ltd. ("Shanghai TD")

 Controlled by an immediate family member of Chief Executive Officer of the Company

 Guangdong Tongdow Xinyi Cable New Material Co., Ltd. ("Guangdong TD")

 Controlled by an immediate family member of Chief Executive Officer of the Company

 Yangzhou Tongdow E-commerce Co., Ltd. ("Yangzhou TD")

 Controlled by an immediate family member of Chief Executive Officer of the Company

 Tongdow (Zhejiang) Supply Chain Management Co., Ltd. ("Zhejiang TD")

 Controlled by an immediate family member of Chief Executive Officer of the Company

 Shenzhen Meifu Capital Co., Ltd. ("Shenzhen Meifu")

 Controlled by Chief Executive Officer of the Company

 Shenzhen Tiantian Haodian Technology Co., Ltd. ("TTHD")

 Wholly owned by Shenzhen Meifu

 Hainan Tongdow International Trade Co., Ltd. ("Hainan TD")

 Controlled by an immediate family member of Chief Executive Officer of the Company

 Yunfeihu modern logistics CO., Ltd ("Yunfeihu Logistics")

 Controlled by an immediate family member of Chief Executive Officer of the Company

 Shenzhen Tongdow Jingu Investment Holding Co., Ltd ("Shenzhen Jingu")

 Controlled by an immediate family member of Chief Executive Officer of the Company

 Tongdow E-commerce Group Co., Ltd ("TD E-commerce")

 Controlled by an immediate family member of Chief Executive Officer of the Company

 Katie Ou

 Shareholder of TD Holdings Inc

 F- 36

 16.

 RELATED PARTY TRANSACTIONS AND BALANCES (CONTINUED)

 2)

 Balances with related parties

 As of December 31, 2023 and 2022, the balances
with related parties were as follows:

 -

 Due from related parties

 As of December 31, 2023 and 2022, no balance of
due from related parties.

 -
 Due to related parties

 2023

 2022

 TD E-commerce

 $

 $

 Total due to related parties

 $

 $

 The amount due to related party is non-trade in
nature, unsecured, non-interest bearing and are not expected to be repaid in the next 12 months.

 17.

 COMMITMENTS AND CONTINGENCIES

 1)

 Commitments

 a

 Non-cancellable operating leases

 The following table sets forth our contractual
obligations as of December 31, 2023:

 Payment due by December 31

 Total

 2024

 2025

 2026

 Operating lease commitments for property management expenses under lease agreement

 11,714

 11,714

 -

 -

 2)

 Contingencies

 The Company may be involved in certain legal
proceedings, claims, and other disputes arising from the commercial operations, projects, employees, and other matters which, in
general, are subject to uncertainties and in which the outcomes are not predictable. The Company determines whether an estimated
loss from a contingency should be accrued by assessing whether a loss is deemed probable and can be reasonably estimated. Although
the outcomes of these legal proceedings cannot be predicted, the Company does not believe these actions, in the aggregate, will have
a material adverse impact on its financial position, results of operations, or liquidity.

 18.

 RISKS AND UNCERTAINTIES

 1)

 Credit risk

 Assets that potentially subject the Company to
significant concentration of credit risk primarily consist of cash and cash equivalents. The maximum exposure of such assets to credit
risk is their carrying amount as at the balance sheet dates. As of December 31, 2023, approximately $ 0.34 million was primarily deposited
in financial institutions located in Mainland China, which were uninsured by the government authority. To limit exposure to credit risk
relating to deposits, the Company primarily place cash deposits with large financial institutions in China which management believes are
of high credit quality.

 The Company's operations are carried out
in Mainland China. Accordingly, the Company's business, financial condition and results of operations may be influenced by the political,
economic and legal environments in the PRC as well as by the general state of the PRC's economy. In addition, the Company's
business may be influenced by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency
conversion and remittance abroad, rates and methods of taxation, and the extraction of mining resources, among other factors.

 F- 37

 18.

 RISKS AND UNCERTAINTIES (CONTINUED)

 2)

 Liquidity risk

 The Company is also exposed to liquidity risk
which is risk that it is unable to provide sufficient capital resources and liquidity to meet its commitments and business needs. Liquidity
risk is controlled by the application of financial position analysis and monitoring procedures. When necessary, the Company will turn
to other financial institutions and the owners to obtain short-term funding to meet the liquidity shortage.

 3)

 Foreign currency risk

 Substantially all of the Company's
operating activities and the Company's major assets and liabilities are denominated in RMB, which is not freely convertible
into foreign currencies. All foreign exchange transactions take place either through the Peoples' Bank of China
(" PBOC ") or other authorized financial institutions at exchange rates quoted by PBOC. Approval of foreign
currency payments by the PBOC or other regulatory institutions requires submitting a payment application form together with
suppliers' invoices and signed contracts.

 The value of RMB is subject to changes in central
government policies and to international economic and political developments affecting supply and demand in the China Foreign Exchange
Trading System market. Where there is a significant change in value of RMB, the gains and losses resulting from translation of financial
statements of a foreign subsidiary will be significant affected.

 Translation of amounts from RMB into US$ has been
made at the following exchange rates for the respective periods:

 2023

 2022

 Balance sheet items, except for equity accounts

 7.0827

 6.9646

 For the years ended

 2023

 2022

 Items in the statements of operations and comprehensive income (loss), and statements of cash flows

 7.0467

 6.7261

 19.

 SUBSEQUENT EVENTS

 (1)

 Settlement of Convertible Promissory Notes

 The Company settled the
convertible promissory notes, issued on March 13, 2023 in favor of Streeterville Capital, LLC, of $ 150,000 on February 1, 2024, and $ 150,000
on February 15, 2024, respectively, and issued 160,174 and 152,650 shares of the Company's common stock on February 1, 2024 and
February 15, 2024, respectively.

 CN

 1432213 1260063

 false FY 0001556266

 2023-06-30

 2024-03-22

 us-gaap: RelatedPartyMember

 us-gaap: RelatedPartyMember

 glg: SalesOfCommodityProductsThirdPartiesMember

 glg: SalesOfCommodityProductsThirdPartiesMember

 glg: SupplyChainManagementServicesThirdPartiesMember

 glg: SupplyChainManagementServicesThirdPartiesMember

 glg: CommodityProductSalesThirdPartiesMember

 glg: CommodityProductSalesThirdPartiesMember

 2023-10-01

 glg: HCHighSummitHoldingLimitedHCHighBVIMember

 glg: TDInternetOfThingsTechnologyCompanyLimitedMember

 glg: HainanBaiyuCrossborderEcommerceCoLtdHainanBaiyuMember

 glg: ZhongHuiDaoMingInvestmentManagementLimitedZHDMHKMember

 glg: TongdowEtradeLimitedTongdowHKOneMember

 glg: ShanghaiJianchiSupplyChainCompanyLimitedShanghaiJianchiMember

 glg: TongdowHainanDataTechnologyCoLtdTondowHainanMember

 glg: HainanJianchiImportAndExportCoLtdHainanJianchiOneMember

 glg: ShenzhenBaiyuJuchengDataTechonologyCoLtdShenzhenBaiyuJuchengOneMember

 glg: ShenzhenQianhaiBaiyuSupplyChainCoLtdQianhaiBaiyuMember

 glg: ShenzhenTongdowInternetTechnologyCoLtdShenzhenTongdowMember

 glg: YangzhouBaiyuVentureCapitalCoLtdYangzhouBaiyuVentureOneMember

 glg: YangzhouBaiyuCrossbroderEcommerceCoLtdZhejiangBaiyuEcommerceMember

 glg: ZhejiangBaiyuLightweightNewMaterialCoLtdZhejiangBaiyuMember

 glg: BaiyuInternationalSupplyChainPTELTDMember

 us-gaap: CustomerRelationshipsMember

 us-gaap: SoftwareAndSoftwareDevelopmentCostsMember

 2021-03-31

 2021-03-31

 glg: PRCMember

 2018-03-18
 2018-03-18

 glg: ShenzhenBaiyuJuchengDataTechonologyCoLtdShenzhenBaiyuJuchengMember

 2022-10-25

 2022-10-25

 glg: IntangibleAssetsMember

 2021-01-01

 glg: ShenzhenXinsuniaoMember

 2020-10-26

 2020-10-26
 2020-10-26

 2020-12-25
 2020-12-25

 2021-12-25
 2021-12-25

 us-gaap: CustomerRelationshipsMember

 glg: ShenzhenTongdowInternetTechnologyCoLtdShenzhenTongdowMember

 2022-10-25

 glg: ShenzhenTongdowInternetTechnologyCoLtdShenzhenTongdowMember

 2021-10-26
 2022-10-25

 glg: QianhaiBaiyuMember

 2020-10-26

 us-gaap: GoodwillMember

 us-gaap: GoodwillMember

 glg: ShenzhenTongdowJinguInvestmentHoldingCoLtdShenzhenJinguMember

 glg: QianhaiBaiyuMember

 glg: CustomerMember

 glg: IntangibleAssetsMember
 us-gaap: SoftwareAndSoftwareDevelopmentCostsMember

 2021-03-31

 us-gaap: CustomerRelationshipsMember

 glg: SoftwareCopyrightMember

 glg: SoftwareCopyrightMember

 2022-08-01
 2022-08-31

 glg: QianhaiBaiyuMember

 2022-08-31

 2023-08-01
 2023-08-31

 srt: MinimumMember

 2021-10-01

 2022-06-23

 2022-07-07

 2022-07-18

 2022-07-26

 2022-08-04

 2022-09-06

 2022-09-29

 2022-11-14

 2022-11-11

 2022-12-16

 2022-12-30

 2022-07-01
 2022-07-27

 2022-07-01
 2022-07-07

 2022-07-01
 2022-07-19

 2022-07-01
 2022-07-26

 2022-08-01
 2022-08-05

 2022-09-01
 2022-09-12

 2022-10-01
 2022-10-13

 2022-11-01
 2022-11-07

 2022-11-01
 2022-11-15

 2022-12-01
 2022-12-19

 2022-12-01
 2022-12-30

 2023-01-10

 2023-02-02

 2023-03-02

 2023-04-05

 2023-06-20

 2023-01-12

 2023-02-01
 2023-02-03

 2023-03-01
 2023-03-02

 2023-04-01
 2023-04-10

 2023-06-01
 2023-06-21

 2022-05-01

 2022-11-16

 2022-11-17

 2023-02-03

 2023-02-08

 2023-02-15

 2023-03-08

 2023-03-24

 2023-09-14

 2023-10-07

 2023-11-08

 2023-01-19

 2023-02-06

 2023-03-15

 2023-03-29

 2024-03-29

 2023-11-09

 2023-03-13

 2023-03-01
 2023-03-13

 2023-09-07

 2023-10-10

 2023-11-16

 2023-12-05

 2023-09-12

 2023-10-11

 2023-11-20

 2023-12-07

 2023-03-13

 us-gaap: ConvertibleNotesPayableMember

 us-gaap: ConvertibleNotesPayableMember

 srt: MinimumMember

 srt: MaximumMember

 2021-11-05

 us-gaap: PrivatePlacementMember

 2022-01-31
 2022-01-31

 2022-05-27

 2022-06-24
 2022-06-24

 2022-06-30

 2022-11-06

 2022-11-06
 2022-11-06

 2023-01-09

 2023-01-09

 glg: PIPEMember

 2023-08-01

 us-gaap: PrivatePlacementMember

 2021-01-19

 2021-01-19

 glg: RestatedAgreementMember

 2022-12-12

 glg: FirstPurchaseNoticeMember

 2022-12-12

 2022-12-01
 2022-12-12

 glg: SecondPurchaseNoticeMember

 2022-12-12

 2023-09-30

 2023-01-20

 2023-02-01

 2023-01-31
 2023-01-31

 2023-02-28
 2023-02-28

 2022-06-23
 2022-06-23

 2022-07-07
 2022-07-07

 2022-07-26
 2022-07-26

 2022-08-04
 2022-08-04

 2022-09-06
 2022-09-06

 2022-09-29
 2022-09-29

 2022-11-14
 2022-11-14

 2022-11-11
 2022-11-11

 2022-12-16
 2022-12-16

 2022-06-27
 2022-06-27

 2022-07-19
 2022-07-19

 2022-08-05
 2022-08-05

 2022-09-12
 2022-09-12

 2022-10-13
 2022-10-13

 2022-11-07
 2022-11-07

 2022-11-15
 2022-11-15

 2022-12-19
 2022-12-19

 2023-01-10
 2023-01-10

 2023-02-02
 2023-02-02

 2023-03-02
 2023-03-02

 2023-04-05
 2023-04-05

 2023-06-20
 2023-06-20

 2023-01-12
 2023-01-12

 2023-02-03
 2023-02-03

 2023-04-10
 2023-04-10

 2023-06-21
 2023-06-21

 2022-11-16
 2022-11-16

 2023-09-14

 2023-10-07

 2023-11-08

 2023-02-06

 2023-02-08

 2023-02-15

 2023-03-15

 2023-03-29

 2023-09-07
 2023-09-07

 2023-10-10
 2023-10-10

 2023-11-16
 2023-11-16

 2023-12-05
 2023-12-05

 2023-09-12
 2023-09-12

 2023-10-11
 2023-10-11

 2023-11-20
 2023-11-20

 2023-12-07
 2023-12-07

 2022-08-08

 2023-10-30

 2023-06-30
 2023-06-30

 us-gaap: WarrantMember

 us-gaap: PrivatePlacementMember

 2021-09-01
 2021-09-22

 us-gaap: WarrantMember

 us-gaap: WarrantMember

 us-gaap: WarrantMember

 country: US

 2017-12-01
 2017-12-31

 2017-12-01
 2017-12-31

 glg: GuangzhouChengjiInvestmentDevelopmentCoLtdGuangzhouChengjiMember

 glg: YunfeihuInternationalEcommerceGroupCoLtdYunfeihuMember

 glg: ShenzhenTongdowInternationalTradeCoLtdTDInternationalTradeMember

 glg: BeijingTongdowEcommerceCoLtdBeijingTDMember

 glg: ShanghaiTongdowSupplyChainManagementCoLtdMember

 glg: GuangdongTongdowXinyiCableNewMaterialCoLtdGuangdongTDMember

 glg: YangzhouLishunwuEcommerceCoLtdFormerlyNamedYangzhouTongdowEcommerceCoLtdYangzhouTDMember

 glg: TongdowZhejiangSupplyChainManagementCoLtdZhejiangTDMember

 glg: ShenzhenMeifuCapitalCoLtdShenzhenMeifuMember

 glg: ShenzhenTiantianHaodianTechnologyCoLtdTTHDMember

 glg: HainanTongdowInternationalTradeCoLtdHainanTDMember

 glg: YunfeihuModernLogisticsCoLtdYunfeihuLogisticsMember

 glg: ShenzhenTongdowJinguInvestmentHoldingCoLtdShenzhenJinguMember

 glg: TongdowEcommerceGroupCoLtdTDEcommerceMember

 glg: KatieOuMember

 glg: TDECommerceMember

 glg: TDECommerceMember

 glg: OperatingLeaseCommitmentsForPropertyManagementExpensesUnderLeaseAgreementMember

 2026-12-31

 glg: OperatingLeaseCommitmentsForPropertyManagementExpensesUnderLeaseAgreementMember

 2024-12-31

 glg: OperatingLeaseCommitmentsForPropertyManagementExpensesUnderLeaseAgreementMember

 2025-12-31

 2024-02-01

 us-gaap: SubsequentEventMember

 2024-02-01
 2024-02-15

 glg: StreetervilleCapitalLLCMember
 us-gaap: SubsequentEventMember

 2024-02-01
 2024-02-15