Future FinTech Group (FTFT) Proxy Filing summary

Executive summary

• Special Meeting scheduled for August 2025 to vote on five key proposals impacting capital structure and financing.

• Proposals include a massive increase in authorized common stock, multiple equity and pre-paid financing transactions, and potential changes in control.

• Board unanimously recommends approval of all proposals, citing the need for capital flexibility and strategic growth.

• Forward-looking statements highlight risks of dilution, share price decline, and potential anti-takeover effects.

Voting matters and shareholder proposals

• Proposal One: Increase authorized common stock from 6,000,000 to 600,000,000 shares.

• Proposal Two: Approve share issuance upon conversion of the Streeterville Note, potentially exceeding 20% of outstanding shares and triggering a change of control.

• Proposal Three: Approve issuance of up to 15,000,000 shares to non-U.S. investors in an unregistered offshore equity financing, also exceeding 20% and causing a change of control.

• Proposal Four: Approve up to $10,000,000 in pre-paid financing with Avondale Capital, with shares issued at a discount and subject to a 9.99% ownership cap.

• Proposal Five: Allow adjournment of the meeting to solicit additional proxies if needed.

• All proposals require a majority of votes cast, with abstentions and broker non-votes not affecting outcomes.

Board of directors and corporate governance

• Board has sole discretion on timing of share increase filing and future share issuances.

• Board can fill director vacancies and set the number of directors by resolution.

• No cumulative voting; special meetings can be called by CEO, 10% shareholders, or the Board.

• Shareholder actions by written consent require prior Board approval.

• Directors and officers have limited liability and are eligible for indemnification.