10-K - FVTI - Equibles

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORM10-K

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

For the fiscal year ended December 31, 2019

[ ] 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: 000-55555

FORTUNEVALLEY TREASURES, INC.

(Exactname of registrant as specified in its charter)

Nevada	32-0439333
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification Number)

13thFloor, Building B1, Wisdom Plaza

QiaoxiangRoad, Nanshan District

Shenzhen,Guangdong, China 518000

(Addressof principal executive office and zip code)

(86)755-86961405

(Registrant’stelephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common stock, par value $0.001 per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes [ ] No [X]

Indicate by check mark 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 issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X] No [ ]

Indicate by check mark 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 such files).

Yes [X] No [ ]

Indicate by check mark 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 definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large<br> accelerated filer	[ ]	Accelerated<br> filer	[ ]
Non-accelerated<br> filer	[X]	Smaller<br> reporting company	[X]
		Emerging<br> growth company	[X]

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. [ ]

Indicate by check mark 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. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [ ] No [X]

As of June 28, 2019, there was no active trading market for the registrant’s common stock and therefore the value of shares held by non-affiliates cannot be ascertained.

As of May 13, 2020, the number of shares outstanding of the registrant’s common stock, $0.001 par value, was 307,750,100 shares.

Documents Incorporated by Reference: None.

EXPLANATORY NOTE

The registrant is relying on the Securities and Exchange Commission’s Order under Section 36 of the Securities Exchange Act of 1934 Modifying Exemptions from the Reporting and Proxy Delivery Requirements for Public Companies (Release No. 34-88465 dated March 25, 2020), which concerns exemptions from certain filing deadlines in light of COVID-19. The registrant could not file this Annual Report on Form 10-K for the fiscal year ended December 31, 2019 on a timely basis because the outbreak of COVID-19 in China and restrictions on travel and operations, which included, among others, finance team were unable to complete the preparation of the registrant’s consolidated financial statements for the fiscal year ended December 31, 2019, caused delays in completing the required work.

TABLE OF CONTENTS

Cautionary Notes Regarding Forward-Looking Statements		3
	PART I
ITEM<br> 1	Business	4
ITEM<br> 1A	Risk Factors	10
ITEM<br> 1B	Unresolved Staff Comments	10
ITEM<br> 2	Properties	10
ITEM<br> 3	Legal Proceedings	10
ITEM<br> 4	Mine Safety Disclosures	10
	PART II
ITEM<br> 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	11
ITEM<br> 6	Selected Financial Data	11
ITEM<br> 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
ITEM<br> 7A	Quantitative and Qualitative Disclosures about Market Risk	13
ITEM<br> 8	Financial Statements and Supplementary Data	13
ITEM<br> 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	13
ITEM<br> 9A	Controls and Procedures	13
ITEM<br> 9B	Other Information	14
	PART III
ITEM<br> 10	Directors, Executive Officers and Corporate Governance	15
ITEM<br> 11	Executive Compensation	16
ITEM<br> 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	16
ITEM<br> 13	Certain Relationships and Related Transactions, and Director Independence	17
ITEM<br> 14	Principal Accounting Fees and Services	17
	PART<br> IV
ITEM<br> 15	Exhibits and Financial Statement Schedules	18
ITEM<br> 16	Form 10-K Summary	18

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CAUTIONARY NOTES REGARDING FORWARD-LOOKING STATEMENTS

This annual report on Form 10-K (“Annual Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “foresee,” “estimate” and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. These risks and uncertainties include the following:

●	the<br> availability and adequacy of working capital to meet our requirements;
●	the<br> consummation of any potential acquisitions;
●	actions<br> taken or omitted to be taken by legislative, regulatory, judicial and other governmental authorities;
●	changes<br> in our business strategy or development plans;
●	our<br> ability to continue as a going concern;
●	the<br> availability of additional capital to support capital improvements and development;
●	our<br> ability to address and as necessary adapt to changes in foreign, cultural, economic, political and financial market conditions<br> which could impair our future operations and financial performance (including, without limitation, the changes resulting from<br> the global novel coronavirus outbreak of 2019-2020 in China and around the world);
●	other<br> risks identified in this report and in our other filings with the Securities and Exchange Commission (the “SEC”);<br> and
●	the<br> availability of new business opportunities.

This Annual Report on Form 10-K should be read completely and with the understanding that actual future results may be materially different from what we expect. The forward-looking statements included in this Annual Report on Form 10-K are made as of the date of this Annual Report on Form 10-K and should be evaluated with consideration of any changes occurring after the date of this Annual Report on Form 10-K. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Except as otherwise indicated by the context hereof, references in this report to “Company,” “FVTI,” “we,” “us” and “our” are to Fortune Valley Treasures, Inc. All references to “USD” or U.S. Dollars (US$) are to the legal currency of the United States of America. All references to “RMB” are to the legal currency of People’s Republic of China.

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PART I

Item1. Business

Overview

We have been engaged in the retail and wholesale distribution of a wide spectrum of food and beverage products in Guangdong, China since 2011. In addition, we are actively seeking quality target companies in the food, beverage and alcohol industries for mergers and acquisition for further development of our company.

CorporateHistory and Structure

Fortune Valley Treasures, Inc., formerly Crypto-Services, Inc., was incorporated in the State of Nevada on March 21, 2014. We were initially incorporated to offer users with up-to-date information on digital currencies.

On July 22, 2015, we filed an amendment to its Articles of Incorporation with the Nevada Secretary of State to change our name from Crypto-Services, Inc. to Fortune Valley Treasures, Inc.

On December 14, 2016, we entered into a sale and purchase agreement (the “Original Agreement”) with DaXingHuaShang Investment Group Limited, a company incorporated under the laws of the Republic of Seychelles (“DIGLS”), and its shareholders. DIGLS is engaged in the business of retail and wholesale of imported wine products in China and owns all of the equity capital of DaXingHuaShang Investment (Hong Kong) Limited (“DILHK”), Qianhai DaXingHuaShang Investment (Shenzhen) Co., Ltd. (“QHDX”) and Dongguan City France Vin Tout Ltd. (“FVTL”). Pursuant to the Original Agreement, we agreed to issue 300,000,000 shares of our common stock to the stockholders of DIGLS in exchange for 100% of the shares of DIGLS. On April 11, 2018, we entered into a termination agreement with DIGLS, terminating the Original Agreement and all transactions contemplated under the Original Agreement. On April 6, 2018, we entered into a share exchange agreement by and among DIGLS, and each of the shareholders of DIGLS, pursuant to which we issued 300,000,000 shares of common stock in exchange for 100% of the issued shares of DIGLS. The share exchange closed on April 19, 2018 and DIGLS became our wholly-owned subsidiary.

On March 1, 2019, we entered into a sale and purchase agreement (the “SP Agreement”) to acquire 100% of the shares of Jiujiu Group Stock Co., Ltd. (“JJGS”), a company incorporated under the laws of the Republic of Seychelles, in exchange for 100 shares of our common stock and closed the acquisition of JJGS on March 1, 2019. After the closing, JJGS became the Company’s wholly owned subsidiary. JJGS owns all of the equity interests of Jiujiu (HK) Industry Limited (“JJHK”) and Jiujiu (Shenzhen) Industry Co., Ltd. (“JJSZ”). None of JJGS, JJHK and JJSZ have any operations or active business, nor do they have any assets.

The following diagram illustrates our corporate structure as of the date of this Annual Report.

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RecentDevelopments

Coronavirus(COVID-19) Update

Recently, there is an ongoing outbreak of a novel strain of coronavirus (COVID-19) first identified in China and has since spread rapidly globally. The pandemic has resulted in quarantines, travel restrictions, and the temporary closure of stores and business facilities globally for the past few months. In March 2020, the World Health Organization declared the COVID-19 as a pandemic. Given the rapidly expanding nature of the COVID-19 pandemic, and because substantially all of our business operations and our workforce are concentrated in China, our business, results of operations and financial condition have been and will continue to be adversely affected. Potential impact to our results of operations will also depend on future developments and new information that may emerge regarding the duration and severity of the COVID-19 and the actions taken by government authorities and other entities to contain the COVID-19 or mitigate its impact, almost all of which are beyond our control.

The impacts of COVID-19 on our business, financial condition, and results of operations include, but are not limited to, the following:

●	We<br> temporally closed our offices to adhere to the policy for approximately one month from late January 2020, as required by relevant PRC regulatory<br> authorities. Our offices are slowly reopening pursuant to local guidelines. In the first quarter of 2020, the COVID-19 outbreak<br> has caused disruptions in our operations and supply chains, which have resulted in delays in the shipment of products to certain<br> of our customers.
●	A<br> large number of our employees have been or are in mandatory self-quarantine and the entire business operations of the Company<br> has been restricted since January 2020.

●	Our<br> customers have been negatively impacted by the outbreak, which reduced the demand of our products. As a result, our revenue<br> and income may be negatively impacted in 2020.

●	The<br> situation may worsen if the COVID-19 pandemic continues. We will continue to closely monitor our collections throughout 2020.

A prolonged disruption or any further unforeseen delay in our operations and supply chains could continue to result in delays in the shipment of products to our customers, increased costs and reduced revenue.

We cannot foresee whether the outbreak of COVID-19 will be effectively contained, nor can we predict the severity and duration of its impact. If the outbreak of COVID-19 is not effectively and timely controlled, our business operations and financial condition may be materially and adversely affected as a result of the deteriorating market outlook, the slowdown in regional and national economic growth, weakened liquidity and financial condition of our customers or other factors that we cannot foresee. Any of these factors and other factors beyond our control could have an adverse effect on the overall business environment, cause uncertainties in the regions where we conduct business, cause our business to suffer in ways that we cannot predict and materially and adversely impact our business, financial condition and results of operations.

BusinessPlan

Our business plan is to extend our market shares through acquiring quality businesses in the food, beverage and alcohol industries, in order to increase our customer base and supply channels, as well as to acquire more skilled employees and business connections in the industries. In the past year, the Company has acquired and is in the process of acquiring a few companies in those industries.

We consider the following factors when evaluating quality acquisition targets: (i) costs involved in an acquisition; (ii) financial performance of target; (iii) the reputation of the target in its industry; (iv) target’s existing customer base; (v) target’s supplier network; (vi) the expertise and experience of target’s management and employees; and (vii) the inventory condition of target.

Our management believes that successful acquisitions will bring synergies to our business and enhance our shareholders’ value.

MakawengAcquisition

On July 13, 2019, the Company and QHDX entered into an equity interest transfer agreement, which was later amended on September 12, 2019 (“Makaweng Agreement”), with Xingwen Wang, a shareholder and legal representative of Yunnan Makaweng Wine & Spirits Co., Ltd. (“Makaweng”), a PRC limited liability company engaged in the business of distribution of wine and beer. Pursuant to the Makaweng Agreement, QHDX purchased 51% of Makaweng’s equity interests from Xingwen Wang in exchange for shares of our common stock (“Makaweng Issuable Shares”), the number of which is determined according to the following formula:

Number of Makaweng Issuable Shares = A x 51% x 20 x B ÷ C

For the purpose of the foregoing formula:

A = Audited net annual profit of Makaweng in fiscal year 2020.

B = The daily average middle exchange rate of U.S. Dollars to Chinese Yuan published by the State Administration of Foreign Exchange of the People’s Republic of China on December 31, 2020.

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C = The closing price of our common stock on December 31, 2020.

Mr. Wang has agreed not to transfer the Makaweng Issuable Shares for at least three years after delivery of the Makaweng Issuable Shares (the “Delivery”). He may only transfer up to 30% of his FVTI common stock during the fourth year after the Delivery and cumulatively no more than 60% of his common stock during the fifth year after the Delivery.

The 51% of equity interest of Makaweng was transferred to QHDX and the registration of such transfer with local government authorities was completed on August 28, 2019.

BTFAcquisition

On December 30, 2019, the Company, along with QHDX, entered into an equity interest transfer agreement (the “BTF Agreement”) with shareholders (the “BTF Original Shareholders”) of Foshan BaiTaFeng Beverage Development Co., Ltd. (“BTF”), who collectively owned 100% equity interest of BTF, a limited liability company engaged in the business of bottling and distributing of drinking water in China.

Pursuant to the BTF Agreement, QHDX agreed to purchase 80% of BTF’s equity interest (the “BTF Equity Transfer”) from Mr. Chunbin Li, the legal representative and one of the BTF Original Shareholders of BTF (the “BTF Seller”), in exchange for shares of our common stock (“BTF Issuable Shares”). The completion of the registration of the BTF Equity Transfer with local government authorities (the “BTF Closing”) is subject to satisfaction of all the closing conditions (unless waived), including but not limited to, the approval of the BTF Equity Transfer by BTF shareholders, completion of due diligence review of BTF to the satisfaction of QHDX, waiver from the BTF Original Shareholders to the right of first refusal to purchase the equity interest subject to the BTF Equity Transfer. It is agreed that the BTF Closing shall be conducted prior to the completion of an initial draft of the audited financial statements of BTF.

According to the BTF Agreement, the total number of BTF Issuable Shares will be determined according to the following formula:

Number of BTF Issuable Shares = X x 80% x 15 ÷ 3.02 ÷ Y

For the purpose of the foregoing formula:

X = Net profit of BTF during the period from October 1, 2019 to September 30, 2020.

Y = 7:1, which is the exchange rate of U.S. Dollars to Chinese Yuan mutually agreed by the parties.

Pursuant to the BTF Agreement, we will issue the BTF Issuable Shares to the BTF Seller within 30 business days after September 30, 2020 pursuant to a separate subscription agreement to be entered into by the Company and the BTF Seller or his designee.

BTF and the BTF Original Shareholders have agreed to achieve certain operation objectives of BTF, including a net profit of RMB 9 million (approximately $1.29 million) for the period from October 1, 2019 to September 30, 2020 and a net profit of RMB 3 million (approximately $0.14 million) for the fiscal year ended December 31, 2019. Pursuant to the BTF Agreement, as long as the BTF Seller continues to serve as the general manager and legal representative of BTF, the BTF Original Shareholders and BTF shall ensure BTF achieves an increase in annual net profit of no less than 10% during each year of the five years after September 30, 2020.

Pursuant to the BTF Agreement, BTF will establish a board of directors consisting of three individuals, two of which will be designated by QHDX and one by the BTF Original Shareholders, and appoint a person designated by the BTF Original Shareholders as general manager. To ensure the continuous operations of BTF, the parties agreed that BTF will retain its existing employees and all the management members of BTF shall sign employment agreements and non-compete agreements with BTF. The parties further agreed that BTF will not make any profit distribution within three years after the execution of the BTF Agreement. Any subsequent share transfer or share pledge of QHDX’s equity interest in BTF is subject to the prior written consent of the BTF Original Shareholders. In the event of a late payment of the consideration by QHDX or any delay in the registration of the BTF Equity Transfer with local government caused by the BTF Seller, a daily penalty of 0.05% of the outstanding payment is assessed.

ValleyHoldings Acquisition

On March 16, 2020, the Company, along with JJGS, entered into an equity interest transfer agreement (the “Valley Holdings Agreement”) with Valley Holdings Limited (“Valley Holdings”), a Hong Kong company, and Angel International Investment Holdings Limited (the “Valley Holdings Seller”), a 70% shareholder of Valley Holdings. Valley Holdings owns approximately 88.44% of the equity interest of Valley Foods Holdings (Guangzhou) Co., Ltd. (“Valley Food”), which is a limited liability company incorporated in China and engaged in the business of food wholesale and production and sale of food additives in China.

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Pursuant to the Valley Holdings Agreement, JJGS agreed to purchase 70% of Valley Holdings’ equity interest (the “Valley Holdings Equity Transfer”) from the Valley Holdings Seller in consideration of shares of FVTI’s common stock (“Valley Holdings Issuable Shares”) valued at $14 million (subject to adjustments in the event of Valley Holdings failing to meet a net profit of HK$5 million (approximately US$0.6 million) for the fiscal year ended December 31, 2019). According to the Valley Holdings Agreement, the total number of Valley Holdings Issuable Shares will be determined based on the closing price of FVTI’s common stock as of the business day immediately preceding the date of the Valley Holdings Closing (as defined below).

As of the date of this Annual Report, the closing of the Valley Holdings Equity Transfer (the “Valley Holdings Closing”) has not occurred. The Valley Holdings Closing is subject to certain conditions, including, but not limited to, (a) completion of due diligence review of Valley Holdings and its subsidiaries to the satisfaction of JJGS, (b) completion of the initial draft of the audited consolidated financial statements of Valley Holdings for the fiscal year ended December 31, 2019, (c) execution of non-competition agreements and confidentiality agreements with the senior management members of Valley Holdings and its subsidiaries, and (d) assignment to Valley Holdings all of the intellectual properties related to the operations of Valley Holdings and its subsidiaries.

Pursuant to the Valley Holdings Agreement, FVTI will issue the Valley Holdings Issuable Shares to the Valley Holdings Seller within 30 business days after the later of the Valley Holdings Closing and the issuance of audit report of Valley Holdings for the fiscal year ended December 31, 2019, pursuant to a separate subscription agreement to be entered into by FVTI and the Valley Holdings Seller or its designee.

To ensure the continuous operations of Valley Holdings and its subsidiaries, the parties agreed that Valley Holdings and its subsidiaries will retain their existing employees and will enter into non-competition and employment agreements with all the management members of Valley Holdings and its subsidiaries. The parties further agreed that Valley Holdings will not make any profit distribution within three years after the execution of the Valley Holdings Agreement. JJGS or the Valley Holdings Seller may terminate Valley Holdings Agreement in writing in the event that any closing condition is not met before April 30, 2020.

OurBusiness

We sell a variety of wines, such as dry red wine, dry white wine, rosé wine, and sweet wine. Currently we sell about 40 different brands of wine, most of which are imported from France and Spain.

We have put significant efforts in developing and promoting our brand name in different regions of China. Our products are mainly sold to retailers, such as wine shops, convenient stores and supermarkets. The selling price varies by quantities of products each retailer orders from us.

We have cultivated business relationships and achieved recognitions with different organizations over the years, which have improved our business and management efficacy. Specifically, we have been collaborating with Shenzhen Institute of Tsinghua University since 2011, who has been helping us develop innovative management model, operating model and franchising model. We have been a member of Guangdong Provincial Liquor Industry Association since 2011.

Our retail store is located in Humen Town, Dongguan City. It is a six-floor building with a total floor area of 1,200 square meters. We use the first floor exclusively for sample products display. We use the remaining five floors as the Company’s conference room, offices and storage.

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Government Regulations

We operate our business in China under a legal regime consisting of the National People’s Congress, which is the country’s highest legislative body, the State Council, which is the highest authority of the executive branch of the PRC central government, and several ministries and agencies under its authority, including the Ministry of Industry and Information Technology, State Administration For Industry & Commerce, State Administration of Taxation and their respective local offices. This section summarizes the principal PRC regulations related to our business.

Type	Name	Effective Date	Content	Updates
President<br> Order 21 of 2015	Food<br> Safety Law	October<br> 1, 2015	The<br> Food Safety Law is the foundational law and the most important food safety law for alcoholic products in China. A great majority<br> of wine regulations are drafted in conformity to the requirements of this law.	Revised<br> on December 29, 2018
AQSIQ<br> Order 144 of 2011	Measures<br> for Administration of Imported/Exported Food Safety	March<br> 1, 2012	This rule oversees the safety of imported and exported food.	Revised<br> on 11/23/2018
CFDA<br> Order 16 of 2015	Measures<br> for Administration of Food Production Licensing	October<br> 1, 2015	This<br> rule requires all food producers in China to procure a production license.	Replaced<br>by the State Administration for Market Regulation Order 24 in 2020
AQSIQ<br> Order 27 of 2012	Administrative<br> Provisions on Inspections and Supervisions of Labelling of Imported/Exported Pre-packaged<br> Foods	June<br> 1, 2012	This<br> rule provides guidelines that governs all pre-packaged foods.
AQSIQ<br> Order 55 of 2012	Administrative<br> Provisions on Filing of Importers and Exporters of Imported Foods	October<br> 1, 2012	This<br> rule provides the guidelines for imported food inspection procedures, including investigation<br> of food importers and exporters, tracking of the source and flow of imported foods and<br> handling of imported food safety inspections.
AQSIQ<br> Order 55 of 2012	Measures<br> for Administration of Imported Alcohol in Domestic Market	October<br> 1, 2012	This<br> rule governs the administrative procedure involved in regulating imported alcohol in Chinese market, promulgated by a variety<br> of Chinese agencies such as the State Economic and Trade Commission, the State Administration for Industry and Commerce, and<br> the Customs General Administration	Abolished<br> on October 1, 2019

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| --- | | AQSIQ Notice on December 23, 2004 | Rules for Inspection on Production Licensing of Wines and Fruit Wines | January 1, 2005 | This is a rule setting up the inspection procedures on production licensing of wines and fruit wines. | | --- | --- | --- | --- | | AQSIQ Order 78 of 2005 | Geographical Indication Product Protection Regulation | July 15, 2005 | This is a regulation that protects China’s geographical indication products. It regulates the use of geographical indication product names and trademarks while safeguarding the quality of geographical indication products. |

Intellectual Property

Protection of our intellectual property is a strategic priority for our business. We rely primarily on a combination of trademark and trade secret laws to establish and protect our proprietary rights.

We currently have three registered trademarks in China.

Trademark Number	Issue Date	Expiration Date	Trademark Title
9680266	August<br>21, 2012	August<br> 20, 2022	法蓝图
9680456	August<br> 21, 2012	August<br> 20, 2022
9848821	June<br> 21, 2017	June<br> 20, 2027

Employees

As of May 13, 2020, the Company had 10 employees, all of which were on a full-time basis. The following table sets forth the number of our full-time employees categorized by function as of May 13, 2020:

Function	Number of Employees
Finance	3
Sales<br> and Marketing	3
IT<br> and Engineering	1
General<br> and Administrative	3
Total	10

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All of our employees are based in the cities of Shenzhen and Dongguan, where our operations are located.

As required by PRC regulations, we participate in various government statutory employee benefit plans, including social insurance funds, namely a pension contribution plan, a medical insurance plan, an unemployment insurance plan,· a work-related injury insurance plan and a maternity insurance plan and a housing provident fund. We are required under PRC law to make contributions to employee benefit plans at specified percentages of the salaries, bonuses and certain allowances of our employees, up to a maximum amount specified by the local government from time to time. We have not made adequate employee benefit payments, and may be required to make up the contributions for these plans as well as to pay late fees and fines.

We enter into standard labor and confidentiality agreements with each of our employees. We believe that we maintain a good working relationship with our employees, and we have not experienced any major labor disputes.

Item 1A. Risk Factors

As a smaller reporting company, we are not required to provide the information required by this item.

Item 1B. Unresolved Staff Comments

Not applicable.

Item 2. Properties

We currently maintain our principal executive offices at 13th Floor, Building B1, Wisdom Plaza, Qiaoxiang Road, Nanshan District, Shenzhen, Guangdong, China 518000, comprising an aggregate of 120 square meters, without a lease or charge.

In addition, we maintain a store and warehouse, comprising an aggregate of 1,200 square meters, in Dongguan city, Guangdong province, China under a lease, which expires on April 30, 2027, with a related party. The current monthly rent is RMB10,000 (approximately $1,450).

Item 3. Legal Proceedings

We are not currently involved in any legal proceedings and we are not aware of any pending or potential legal actions.

Item 4. Mine Safety Disclosures

Not applicable.

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PART II

Item5. Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

MarketInformation

There is a limited public market for our common stock. Our common stock trades on the OTCQB marketplace (“OTCQB”) under the symbol “FVTI”. The OTCQB is a quotation service that displays real-time quotes, last-sale prices, and volume information in over-the-counter equity securities.

OTCQB securities are not listed or traded on the floor of an organized national or regional stock exchange. Instead, OTCQB securities transactions are conducted through a telephone and computer network connecting dealers in stocks. OTCQB issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.

Stockholdersof Record

As of May 13, 2020, there were 382 stockholders of all of our issued and outstanding shares of common stock.

Dividends

We have not declared any cash dividends with respect to our common stock and does not intend to declare dividends in the foreseeable future. There are no material restrictions limiting, or that are likely to limit, our ability to pay dividends on our common stock.

SecuritiesAuthorized for Issuance under Equity Compensation Plans

None.

RecentSales of Unregistered Securities

None.

Purchaseof Equity Securities by the Issuer and Affiliated Purchasers

None.

Item 6. Selected Financial Data

As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information required by this item.

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

Thefollowing discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewherein this Annual Report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs.Our actual results could differ materially from those discussed in the forward- looking statements. Factors that could cause orcontribute to such differences include, but are not limited to those discussed below and elsewhere in this Report. Our auditedfinancial statements are stated in U.S. Dollars and are prepared in accordance with United States Generally Accepted AccountingPrinciples.

Coronavirus(COVID-19) Update

The impacts of COVID-19 on our business, financial condition, and results of operations include, but are not limited to, the following:

●	We temporally<br> closed our offices to adhere to the policy for approximately one month from late January 2020, as required by relevant PRC regulatory authorities.<br> Our offices are slowly reopening pursuant to local guidelines. In the first quarter of 2020, the COVID-19 outbreak has caused<br> disruptions in our operations and supply chains, which have resulted in delays in the shipment of products to certain of our<br> customers.
●	A large number<br> of our employees have been or are in mandatory self-quarantine and the entire business operations of the Company has been<br> restricted since January 2020.
●	Our customers<br> have been negatively impacted by the outbreak, which reduced the demand of our products. As a result, our revenue and income<br> may be negatively impacted in 2020.
●	The situation<br> may worsen if the COVID-19 pandemic continues. We will continue to closely monitor our collections throughout 2020.

Resultsof Operations

****	Years Ended December 31,										****		****		****
****	2019					2018					Change				****
Revenue	$	275,219		100	%	$	95,849		100.0	%	$	179,370		187.14	%
Cost of revenue		216,222		78.56	%		46,497		48.5	%		169,725		365.02	%
Gross profit		58,997		21.44	%		49,352		51.5	%		9,645		19.54	%
Operating expense		439,340		159.63	%		315,437		329.1	%		123,903		39.28	%
Other income(expense)		2,669		0.97	%		847		0.9	%		1,822		215.11	%
income taxes		82		0.03	%		(2,814	)	(2.9	)%		2896		-102.91	%
Net loss	$	(377,756	)	(137.26	)%	$	(262,424	)	(273.8	)%	$	(115,332	)	43.95	%

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Revenue

Revenue totaled $275,219 for the year ended December 31, 2019, an increase of $179,370, or 187.1%, as compared to that of 2018. The reason for the increase was our adoption of new sales and marketing strategies, including price reduction and online marketing, which increased our sales volume.

Costof Revenue

Cost of revenue totaled $216,222 for the year ended December 31, 2019, an increase of $169,725, or 365.02%, as compared to that of 2018. The increase in cost of revenue was due to the increase of our revenue. The Company has not yet achieved economies of scale in its business, so it is not able to procure products at higher discount level from purchasing at higher volumes.

GrossProfit

Gross profit was $58,997 and $49,352 for the years ended December 31, 2019 and 2018, respectively. Gross profit margin decreased to 21.44% for the year ended December 31, 2019 from 51.5% for the corresponding period in 2018 primarily due to the decrease in the sales price of our products, as part of our strategies to promote more sales.

OperatingExpenses

General and administrative expenses totaled $439,340 for the year ended December 31, 2019, an increase of $123,903, or 39.28%, as compared to that of 2018. The increase was primarily due to an increase in professional service fees.

NetLoss

Net loss totaled $377,756 for the year ended December 31, 2019, an increase of $115,332, of 43.95%, as compared to that of 2018, primarily as a result of the increase in cost of revenue and operating expenses.

Liquidity and Capital Resources

WorkingCapital

	December 31,
	2019			2018			Change
Total current assets	$	73,970		$	338,305		$	(264,335	)
Total current liabilities		855,352			735,342			120,010
Working capital deficit		(781,382	)		(397,037	)		384,345

As of December 31, 2019, we had cash and cash equivalents in the amount of $38,137. We financed our operations primarily though borrowings from related parties. The Company’s current assets decreased significantly as a result of continued operating losses and net cash used in operating activities. Accordingly, the corresponding working capital deficit increased as a result of the decrease in current assets and the increase in current liabilities.

CashFlows

	Years Ended December 31,
	2019			2018			Change
Cash Flows (used in) generated in Operating Activities	$	(173,646	)	$	(230,379	)	$	56,733
Cash Flows used in Investing Activities		-			-			-
Cash Flows provided by (used in) Financing<br> Activities		182,306			182,417			(111	)
Net (decrease) increase in Cash During Period	$	8,660		$	(47,962	)	$	56,622

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Cash Flow from Operating Activities

Cash flow used in operating activities for the year ended December 31, 2019 was $173,646 as compared to that of $230,379 in 2018, reflecting an increase of $56,733. The change is a result of the Company liquidating its inventory in the amount of $206,785. The Company decreased its inventory position during the end of 2019 in order to generate and conserve cash, and did not commit additional cash to inventory which would mitigate the risk of impaired inventory as result of expected limited demand during the time when the COVID-19 pandemic was growing globally.

Cash Flow from Financing Activities

Cash flow provided by financing activities was $182,306 for the year ended December 31, 2019, compared to that of $182,417 in 2018. The decrease in net cash provided by financing activities was mainly due to decrease in the amount of loans from related parties.

Critical Accounting Policy and Estimates

In the ordinary course of business, we make a number of estimates and assumptions relating to the reporting of results of operations and financial condition in the preparation of our financial statements in conformity with U.S. generally accepted accounting principles. We base our estimates on historical experience, when available, and on other various assumptions that are believed to be reasonable under the circumstances. Actual results could differ significantly from those estimates under different assumptions and conditions.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that is material to investors.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

As a smaller reporting company, we are not required to provide the information required by this item.

Item 8. Financial Statements and Supplementary Data

The consolidated financial statements of the Company are included in this Annual Report on Form 10-K beginning on page F-1, which are incorporated herein by reference.

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

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Control and Procedures

We are required to maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer (also our principal executive officer) and our chief financial officer (also our principal financial and accounting officer) to allow for timely decisions regarding required disclosure.

Pursuant to Rule 13a-15(b) under the Exchange Act, the Company’s management, including the Company’s Chief Executive Officer (“CEO”) (the Company’s principal executive officer) and Chief Financial Officer (“CFO”) (the Company’s principal financial and accounting officer), has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report. Based upon that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures were not effective as of December 31, 2019 to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure. The principal basis for this conclusion is the lack of segregation of duties within our financial function and the lack of an operating Audit Committee. The Company has interviewed and is in the process of engaging a pre-audit firm to help with the closing of its books and the preparation of the SEC reporting requirements.

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Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the board of directors (the “Board”), management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States (“GAAP”) and includes those policies and procedures that:

●	Apply<br> to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of<br> the assets of the company
●	Provide<br> reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance<br> with GAAP and that receipts and expenditures of the company are being made only in accordance with authorizations of management<br> and directors of the company; and
●	Provide<br> reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s<br> assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

We carried out an assessment, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our internal controls over financial reporting, as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, as of December 31, 2019. Based on that assessment and on those criteria, our Chief Executive Officer and Chief Financial Officer concluded that our internal control over financial reporting was not effective as of December 31, 2019. The principal basis for this conclusion is failure to engage sufficient resources in regards to our accounting and reporting obligations. As discussed above, the Company has interviewed and is in the process of engaging a pre-audit firm to help with the closing of its books and the preparation of the SEC reporting requirements.

This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal controls over financial reporting. Our internal control over financial reporting was not subject to such attestation as we are an emerging growth company.

Changes in Internal Control over Financial Reporting

There was no change in our internal controls over financial reporting that occurred during the quarter ended December 31, 2019, which has materially affected or is reasonably likely to materially affect, our internal controls over financial reporting*.*

Item 9B. Other Information

None.

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PART III

Item10. Directors, Executive Officers and Corporate Governance

The following table sets forth information regarding our executive officers and directors as of the date of this Annual Report.

Name	Age	Position with the Company
Yumin<br> Lin	51	Chairman<br> of the Board, Chief Executive Officer, President and Secretary
Kaihong<br> Lin	46	Chief<br> Financial Officer, Treasurer and Director

YuminLin has serves as the Chairman of the Board, Chief Executive Officer, President and Secretary of the Company since December 2016. He has also been serving as chairman to FVTL since May 2011, the executive director of DILHK since June 2016, the executive director or QHDX since November 2016, the executive director of Shenzhen Xinghuashang Industrial Group Co., Ltd., a consulting company in China, since December 2019 and the director of Huashang Industrial Group Co., Ltd., a business consulting company in China, since October 2019. From April 1999 to May 2011, he was the general manager of Dongguan Saite Building Material Co., Ltd., a building material supplier in China.

Kaihong Lin has served as the Chief Financial Officer, Treasurer and Director of the Company since December 2019. In addition, he has been the head of the finance department of QHDX since March 2019. Prior to that, he was the head of the finance department of Guangdong Minche New Energy Automobile Co., Ltd., a new energy automobile company, from June 2018 to March 2019. He served as financial director in Guangdong Duncheng Environmental Protection Technology Co., Ltd., an environmental engineering company in China, from June 2017 to May 2018. From October 2015 to May 2017, Mr. Lin was the head of the finance department and a member of the board of Guangzhou Jingcheng Inspection Technology Co., Ltd., a company specialized in testing and assessment across various industries, including environment, construction, electronics, food safety and so on. From January 1997 to October 2015, he was the head of the finance department of Guangdong Provincial Expressway Development Co., Ltd. (SHE: 000429), a construction and maintenance company for highways and bridges. Mr. Lin received a bachelor’s degree in human resources from Peking University, a bachelor’s degree in accounting from Jinan University, and a master’s degree in software engineering with a concentration in financial informatics from Tianjin University.

Director Independence

We are not currently subject to listing requirements of any national securities exchange or inter-dealer quotation system which has requirements that a majority of the Board be “independent” and, as a result, we are not at this time required to have our Board comprised of a majority of “independent directors.” Neither of our directors is independent under the applicable standards.

Family Relationships

There are no family relationships, or other arrangements or understandings between or among any of the directors or executive officer.

Involvement in Certain Legal Proceedings

To our knowledge, there are no material proceedings to which any of our directors, officers or affiliates of the Company is a party adverse to the Company or has a material interest adverse to the Company.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires that our executive officers and directors, and persons who own more than ten percent of a registered class of our equity securities, file reports of ownership and changes in ownership with the SEC. Executive officers, directors and greater-than-ten percent stockholders are required by SEC regulations to furnish us with all Section 16(a) forms they file. Based solely on our review of the copies of the forms received by us and written representations from certain reporting persons that they have complied with the relevant filing requirements, we believe that, during the year ended December 31, 2019, all of our executive officers, directors and greater-than-ten percent stockholders complied with all Section 16(a) filing requirements, except that, due to administrative error, Yumin Lin failed to file a Form 3 on December 20, 2016 after becoming subject to Section 16(a) reporting requirements on March 22, 2019.

Board Committees

We currently have not established any committees of the Board. Our Board may designate from among its members an executive committee and one or more other committees in the future. We do not have a nominating committee. Further, we do not have a policy with regard to the consideration of any director candidates recommended by security holders. To date, other than as described above, no security holders have made any such recommendations. Our Board performs all functions that would otherwise be performed by committees. Given the present size of our board, it is not practical for us to have committees. If we are able to grow our business and increase our operations, we intend to expand the size of our board and allocate responsibilities accordingly.

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Audit Committee Financial Expert

We have no separate audit committee at this time. The entire Board oversees our audits and auditing procedures. Neither of our directors is not an “audit committee financial expert” within the meaning of Item 407(d)(5) of SEC Regulation S-K.

CompensationCommittee

We have no separate compensation committee at this time. The entire Board oversees the functions, which would be performed by a compensation committee.

Code of Ethics

We have adopted a code of ethics that applies to all of our executive officers, directors and employees. The code of ethics codifies the business and ethical principles that govern all aspects of our business. A copy of the code of ethics is available on our website at http://en.hsfgjt.com/ and is attached as Exhibit 14.4 to this Annual Report.

Item 11. Executive Compensation

The following table sets forth the compensation paid or accrued by us to our Chief Executive Officer and Chief Financial Officer for the year ended December 31, 2019 and 2018.

Name and principal position	Year	Salary ()	Bonus ()	Stock awards ()	Option awards ()	Nonequity incentive plan<br> compensation ()	Nonqualified deferred<br> compensation earnings ()	All other compensation<br> ()	Total ()
Yumin Lin	2018
Chairman of the Board, Chief Executive Officer, President and Secretary	2019
Kaihong Lin ^(1)^	2018
Chief Financial Officer, Treasurer and Director	2019

All values are in US Dollars.

(1) Ms. Kiahong Lin was appointed by the Board to serve as the Chief Financial Officer, Treasurer and a director of the Company on December 20, 2019.

Outstanding Equity Awards

There were no outstanding equity awards, as of December 31, 2019.

Equity Compensation Plan Information

We currently do not have an equity compensation plan.

Director Compensation

We did not pay our directors any compensation for their services during the year ended December 31, 2019.

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

The following table sets forth certain information, regarding the beneficial ownership of the Company’s common stock as of May 13, 2020 by (i) each shareholder known by the Company to be the beneficial owner of 5% or more of its common stock, (ii) by each director and executive officer of the Company and (iii) by all executive officers and directors of the Company as a group. Each of the persons named in the table has sole voting and investment power with respect to common stock beneficially owned.

The business address of each directors and officers listed below is 13th Floor, Building B1, Wisdom Plaza, Qiaoxiang Road, Nanshan District, Shenzhen, Guangdong, China 518000.

| 16 |

| --- | | Name | Number of Shares Owned | | Percentage of Shares Owned | | | | --- | --- | --- | --- | --- | --- | | 5% Shareholders | | | | | | | China Kaipeng Group Co., Ltd.^(1)^ | | 153,000,000 | | 49.7 | % | | Gaosheng Group Co., Ltd.^(2)^ | | 87,430,924 | | 28.4 | % | | **** Directors and Officers | | | | | | | Yumin Lin | | 18,000,000 | | 5.8 | % | | Kaihong Lin | | 71,750 | | * | | | All officers and directors as a group (two persons) | | 18,071,750 | | 5.9 | % |

* Less than one percent.

(1)	Ma<br>Hui Jun is a 100% shareholder of China Kaipeng Group Co., Ltd. and is deemed to hold the voting and dispositive power over<br>the Company’s common stock held by China Kaipeng Group Co., Ltd. The business address of this company is Second Floor, Capital<br>City Independence Avenue Mahe Victoria, Seychelles.
(2)	Luo<br>Nai Yong is a 100% shareholder of Goasheng Group Co., Ltd. and is deemed to hold the voting and dispositive power over<br>the Company’s common stock held by Gaosheng Group Co., Ltd. The business address of this company is Second Floor, Capital<br>City Independence Avenue Mahe Victoria, Seychelles.

The Company does not know any arrangements which may result in a change in control of the Company at a subsequent date.

Item 13. Certain Relationships, Related Transactions and Director Independence

The Company sold its wine and liquor products to Mr. Naiyong Luo in the amounts of $220,203 and $41,565 for the years ended December 31, 2019 and 2018, respectively. The sales transactions occurred in the normal course of business. Mr. Luo is a director of DIGLS.

During the year ended December 31, 2019, Mr. Yumin Lin, our Chairman, Chief Executive Officer, President and Secretary, made working capital advances and loans to the Company for an aggregate amount of $791,576, of which $791,576 was outstanding as of December 31, 2019. Mr. Yumin Lin made additional advances after December 31, 2019. The outstanding balance owed to him at March 31, 2020 was $848,597. These funds are due on demand and non-interest bearing.

The Company has a non-cancelable operating lease agreement with Ms. Qingmei Lin, a related party, for the premises in Dongguan City, PRC. The agreement covers the period from January 1, 2019 to April 30, 2027. The monthly rent expense is RMB 10,000 (approximately $1,450). The total rental rent expense for the year ended December 31, 2019 and 2018 was $18,870 and $33,317, respectively. The agreement does not call for a rental deposit equivalent. The outstanding balance owed to her at December 31, 2019 was $17,201.

Item 14. Principal Accountant Fees and Services

The following table shows the fees that we paid or accrued for the audit and other services provided by our independent registered public accounting firms for the fiscal years ended December 31, 2019 and 2018.

Fee Category	FiscalYear EndedDecember 31, 2019		FiscalYear EndedDecember 31, 2018
Audit Fees ^(1)^	$	15,198	$	50,177
Audit-Related Fees^(2)^	$	-	$	-
Tax Fees^(3)^	$	-	$	-
All Other Fees^(4)^	$	-	$	-

(1) This category consists of fees for professional services rendered by our principal independent registered public accountants for the audit of our annual financial statements, review of financial statements included in our quarterly reports and services that are normally provided by the independent registered public accounting firms in connection with statutory and regulatory filings or engagements for those fiscal years.

(2) This category consists of fees for assurance and related services by our independent registered public accountant that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees.” The services for the fees disclosed under this category include consultations concerning financial accounting and reporting standards.

(3) This category consists of fees for professional services rendered by our independent registered public accountant for tax compliance, tax advice, and tax planning.

(4) This category consists of fees for services provided by our independent registered public accountants other than the services described above.

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Item15. Exhibits and Financial Statement Schedules

(a) Documents filed as part of this Annual Report

(1) All Financial Statements

The consolidated financial statements as listed in the accompanying “Index to Consolidated Financial Statements” are filed as part of this Annual Report on Form 10-K.

(2) Financial Statement Schedules

All financial statement schedules have been omitted, since the required information is not applicable or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and notes thereto included in this Form 10-K.

(3) Exhibits

Number	Description
3.1	Articles<br> of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 as amended<br> filed with the SEC on December 5, 2014)
3.2	Bylaws<br> (incorporated by reference to Exhibit 3.2 the Company’s Registration Statement on Form S-1 as amended filed with the<br> SEC on December 5, 2014).
4.1*	Description<br> of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended
10.1*	English<br> translation of Equity Interest Transfer Agreement, dated as of December 30, 2019, by and among Qianhai DaXingHuaShang<br> Investment (Shenzhen) Co., Ltd., Chunbin Li, Miaoqin Yao and Fortune Valley Treasures, Inc.
10.2*	English<br> translation of Equity Interest Transfer Agreement, dated as of March 16, 2020, by and among Jiujiu Group Stock Co., Ltd.,<br> Valley Holdings Limited, Angel International Investment Holdings Limited and Fortune Valley Treasures, Inc.
10.3	Employment<br> Agreement, dated as of December 20, 2019, by and between Fortune Valley Treasures, Inc. and Kaihong Lin (incorporated by reference<br> to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 20, 2019)
10.4	Equity<br> Interest Transfer Agreement, dated July 13, 2019, by and among Fortune Valley Treasures, Inc., Qianhai DaXingHuaShang Investment<br> (Shenzhen) Co., Ltd. and Xingwen Wang (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on<br> Form 10-Q filed with the SEC on November 14, 2019)
10.5	Amendment<br> to Equity Interest Transfer Agreement, dated September 12, 2019, by and among Fortune Valley Treasures, Inc., Qianhai DaXingHuaShang<br> Investment (Shenzhen) Co., Ltd. and Xingwen Wang (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly<br> Report on Form 10-Q filed with the SEC on November 14, 2019)
10.6	Sale<br> and Purchase Agreement, dated March 1, 2019, by and between Fortune Valley Treasure, Inc. and Deng, Dong Hui, M.D.<br> (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 6,<br> 2019)
14.1*	Code of Ethics
21.1*	Subsidiaries<br> of the registrant
31.1*	Certification<br> of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
31.2*	Certification<br> of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
32.1**	Certification<br> of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350,<br> as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.
32.2**	Certification<br> of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350,<br> as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.
101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema Document
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	XBRL Taxonomy Extension Definition Document
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document

* Filed herewith

** Furnished herewith

Item 16. Form 10–K Summary

None.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	FORTUNE VALLEY TREASURES, INC.
Date:<br> May 14, 2020
	By:	/s/ Yumin Lin
	Name:	Yumin<br> Lin
	Title:	Chief<br> Executive Officer, President and Secretary (Principal Executive Officer)
By:	/s/ Kaihong Lin
---	---
Name:	Kaihong Lin
Title:	Chief<br> Financial Officer and Treasurer
	(Principal<br> Financial and Accounting Officer)

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Fortune Valley Treasures, Inc.

Consolidated Financial Statements

For the Years Ended December 31, 2019 and 2018

Contents	Page
Report of Independent Registered Public Accounting Firm	F-1
Consolidated Balance Sheets	F-2
Consolidated Statements of Operations and Comprehensive Loss	F-3
Consolidated Statements of Changes in Equity	F-4
Consolidated Statements of Cash Flows	F-5
Notes to Financial Statements	F-6<br> to F-17

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REPORT OF INDEPENDENTREGISTERED PUBLIC ACCOUNTING FIRM

To:	The Board of Directors and Stockholders<br> of
	Fortune Valley Treasures, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Fortune Valley Treasures, Inc. (the Company) as of December 31, 2019 and 2018, and the related consolidated statements of operations, comprehensive loss, stockholders’ deficit, and cash flows for each of the years in the two-year period ended December 31, 2019, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2019, in conformity with accounting principles generally accepted in the United States of America.

Emphasis of Matter

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company had incurred substantial losses during the year ended December 31, 2018 and had a working capital deficit, which raised substantial doubt about its ability to continue as a going concern. As of and for the year ended December 31, 2019, the Company had a working capital deficit and continued to incur substantial losses which continue to give raise to the substantial doubt that the Company will continue as a going concern. Management’s plans to address this substantial doubt are set forth in Note 3. These financial statements do not include any adjustments that might result from the outcome of this uncertainly.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. 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 audits 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 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 audits, 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 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 financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ WWC, P.C.
WWC,<br> P.C.
Certified<br> Public Accountants

We have served as the Company’s auditor since December 4, 2017

San Mateo, California

May 13, 2020

| F-1 |

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FortuneValley Treasures, Inc.

ConsolidatedBalance Sheets

AtDecember 31, 2019 and 2018

	2019			2018
Assets
Current assets
Cash and cash equivalents	$	38,137		$	29,999
Accounts and other receivable, net		146			7,706
Inventories		28,502			236,175
Prepaid expenses		4,094			8,000
Due from related parties		-			54,344
Prepaid taxes and taxes recoverable		3,091			2,081
Total current assets	$	73,970		$	338,305
Non-current assets
Plant and equipment, net		8,611			9,809
Right of use asset, net		110,456			-
Total Assets	$	193,037		$	348,114
Liabilities and Stockholders’ Equity
Current liabilities
Lease obligation - current		13,715			-
Accounts and taxes payable		32,860			48,282
Accrued liabilities and other payables		-			291
Customers advances and deposits		-			-
Due to related parties		808,777			686,769
Total current liabilities	$	855,352		$	735,342
Lease obligations – non-current		98,189			-
Total Liabilities	$	953,541		$	735,342
Stockholders’ Deficit
Common stock (3,000,000,000 shares authorized, 307,750,000 issued and outstanding at December 31, 2019 and 2018)		307,750			307,750
Additional paid in capital		-			-
Accumulated deficit		(1,085,853	)		(708,097	)
Accumulated other comprehensive income		17,599			13,119
Total Stockholders’ Deficit		(760,504	)		(387,228	)
Total Liabilities and Stockholders’ Deficit		193,037			348,114

See accompanying notes to the financial statements

| F-2 |

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FortuneValley Treasures, Inc.

ConsolidatedStatements of Operations and Comprehensive Loss

Forthe Years ended December 31, 2019 and 2018

	2019			2018
Net revenues (related party revenue $245,392 and $46,585 for 2019 and 2018)	$	275,219		$	95,849
Cost of revenues		216,222			46,497
Gross profit		58,997			49,352
Operating expenses:
General and administrative expenses		439,340			315,437
Operating loss		(380,343	)		(266,085	)
Other income		2,474			1,442
Interest income		206			104
Interest expense		(11	)		(699	)
		2,669			847
Loss before tax		(377,674	)		(265,238	)
Income tax		82			(2,814	)
Net loss	$	(377,756	)	$	(262,424	)
Other comprehensive income:
Foreign currency translation gain (loss)		4,480			6,677
Comprehensive loss	$	(373,276	)	$	(255,747	)
Loss per share
Basic and diluted earnings per share	$	(0.00	)	$	(0.00	)
Basic and diluted weighted average shares outstanding		307,750,000			307,750,000

See accompanying notes to the financial statements

| F-3 |

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FortuneValley Treasures, Inc.

ConsolidatedStatements of Stockholders’ Deficit

Forthe Years ended December 31, 2019 and 2018

										Accumulated
					Additional					other
	No. of		Common		Paid in		Retained			comprehensive
	Shares		Stock		capital		earnings			income		Total
Balance as of December 31, 2017		307,750,000		307,750		-		(445,673	)		6,441		(131,482	)
Net loss		-		-		-		(262,424	)		-		(262,424	)
Foreign currency translation adjustment		-		-		-		-			6,677		6,677
Balance as of December 31, 2018		307,750,000		307,750		-		(708,097	)		13,119		(387,228	)
Net loss		-		-		-		(377,756	)		-		(377,756	)
Foreign currency translation adjustment		-		-		-		-			4,480		4,480
Balance as of December 31, 2019		307,750,000		307,750		-		(1,085,853	)		17,599		(760,504	)

See accompanying notes to the financial statements

| F-4 |

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FortuneValley Treasures, Inc.

ConsolidatedStatements of Cash Flows

Forthe Years ended December 31, 2019 and 2018

	2019			2018
Cash flows from operating activities
Net loss	$	(377,756	)	$	(262,424	)
Depreciation and amortization		16,314			3,926
Increase in accounts and other receivables		7,512			(4,294	)
(Decrease)/increase in inventories		206,785			33,816
Increase (decrease) in advances and prepayments to suppliers		2,854			(3,504	)
(Decrease) increase in accounts, other payables and lease obligations		(29,355	)		2,100
Net cash used in operating activities		(173,646	)		(230,379	)
Cash flows from investing activities
Net cash used in investing activities		-			-
Cash flows from financing activities
Borrowing and payments to related parties, net		182,306			182,417
Net cash provided by financing activities		182,306			182,417
Net decrease of cash and cash equivalents		8,660			(47,962	)
Effect of foreign currency translation on cash and cash equivalents		(522	)		178
Cash and cash equivalents–beginning of period		29,999			77,782
Cash and cash equivalents–end of period	$	38,137		$	29,999
Supplementary cash flow information:
Interest received	$	206		$	104
Interest paid	$	11		$	699
Income taxes paid	$	82		$	-

See accompanying notes to the financial statements

| F-5 |

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NOTE1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Fortune Valley Treasures, Inc. (formerly Crypto-Services, Inc.) (“FVTI” or the “Company”) was incorporated in the State of Nevada on March 21, 2014. The Company’s current primary business operations of wholesale distribution and retail sales of alcoholic beverages of wine and distilled liquors are conducted through its subsidiaries in the People’s Republic of China (“PRC”).

On January 5, 2018, the Company changed its fiscal year end from August 31 to December 31.

On January 29, 2018, the Company filed a Certificate of Amendment with the State of Nevada to increase its authorized shares to 3,000,000,000.

On April 11, 2018, the Company entered into share exchange agreement by and among DaXingHuaShang Investment Group Limited (“DIGLS”) and its shareholders: 1.) Yumin Lin, 2.) Gaosheng Group Co., Ltd. and 3.) China Kaipeng Group Co., Ltd whereby the Company newly issued 300,000,000 shares of its common stock in exchange for all the outstanding shares in DIGLS. This transaction has been accounted for a reverse takeover transaction and a recapitalization of the Company whereby the Company, the legal acquirer, is the accounting acquiree, and DIGLS, the legal acquiree, is the accounting acquirer; accordingly, the Company historical statement of stockholders’ equity has been retroactively restated to the first period presented.

DIGLS was incorporated with limited liability in the Republic of Seychelles on July 4, 2016, with share capital of $100,000 divided into 250,000,000 ordinary shares with $0.0004 par value. DIGLS wholly owns DaXingHuaShang Investment (Hong Kong) Limited (“DILHK”). DILHK was incorporated in Hong Kong on June 22, 2016 as an investment holding company with limited liability. DILHK was previously wholly owned by Mr. Yumin Lin. On November 11, 2016, Mr. Yumin Lin, transferred 100% of his ownership in DILHK to DIGLS. DILHK wholly owns Qianhai DaXingHuaShang Investment (Shenzhen) Co. Ltd. (“QHDX”) which was incorporated with limited liability on November 3, 2016 in the PRC as a wholly foreign-owned enterprise. QHDX wholly owns Dongguan City France Vin Tout Ltd. (“FVTL”). FTVL was incorporated on May 31, 2011 in the PRC with limited liability. FTVL was previously owned and controlled by Mr. Yumin Lin. FTVL has been a license to sell foods up through September 10, 2022. On November 20, 2016, Mr. Yumin Lin transferred his ownership in FTVL to QHDX for nominal consideration. The share transfers detailed above by and among Mr. Yumin Lin, DIGLS, DILHK, QHDX, and FVTL have been accounted for as a series of business combination of entities under common control; accordingly, the values in these financial statements reflect the carrying values of those entities, and no goodwill was recorded as a result of these transactions.

On March 1, 2019, the Company entered into a sale and purchase agreement (the “SP Agreement”) to acquire 100% of the shares of Jiujiu Group Stock Co., Ltd. (“JJGS”), a company incorporated under the laws of the Republic of Seychelles. The transaction contemplated in the SP Agreement was closed on March 1, 2019. Pursuant to the SP Agreement, the Company issued 100 shares of its common stock to JJGS to acquire 100% of the shares of JJGS for a cost of $150. After the closing, JJGS became the Company’s wholly owned subsidiary. JJGS owns all of the equity interests of Jiujiu (HK) Industry Limited (“JJHK”) and Jiujiu (Shenzhen) Industry Co., Ltd. (“JJSZ”). JJGS, JJHK and JJSZ did not have any material assets or liabilities at December 31 2019, and they did not have any substantial operations or active business during the year ended December 31, 2019.

On July 13, 2019, FVTI and QHDX entered into an equity interest transfer agreement (the “Makaweng Agreement”), which was later amended on September 12, 2019, with Xingwen Wang, a shareholder and legal representative of Yunnan Makaweng Wine & Spirits Co., Ltd. (“Makaweng”), a PRC limited liability company formed in 2015.

Pursuant to the Makaweng Agreement, QHDX agreed to purchase 51% of Makaweng’s equity interests from Mr. Wang in exchange for shares of FVTI’s common stock (“Issuable Shares”). The total number of Issuable Shares will be determined according to the following formula:

Number of Issuance Shares = A x 51% x 20 x B ÷ C

For the purpose of the foregoing formula:

A = Audited net annual profit of Makaweng in fiscal year 2020.

B = The daily average middle exchange rate of U.S. Dollars to Chinese Yuan published by the State Administration of Foreign Exchange of the People’s Republic of China on December 31, 2020.

C = The closing price of FVTI’s common stock on December 31, 2020.

Mr. Wang has agreed not to transfer the Issuable Shares for at least three years after delivery of the Issuable Shares (the “Delivery”). He may only transfer up to 30% of his FVTI common stock during the fourth year after the Delivery and cumulatively no more than 60% of his FVTI common stock during the fifth year after the Delivery.

Pursuant to the Makaweng Agreement, Makaweng agreed to establish a board of directors consisting of seven individuals. QHDX agreed to continue to retain Mr. Wang as the legal representative of Makaweng, and appoint him as the manager and Chairman of Makaweng.

The 51% of equity interest of Makaweng was transferred to QHDX and the registration of such transfer with local government authorities was completed on August 28, 2019.

NOTE2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basisof presentation

These consolidated financial statements, accompanying notes, and related disclosures have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). These financial statements have been prepared using the accrual basis of accounting in accordance with the generally accepted accounting principles (“GAAP”) in the United States. The Company’s fiscal year end is December 31. The Company’s financial statements are presented in U.S. dollars.

| F-6 |

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Basisof consolidation

The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated.

Entity Name	Date of Incorporation	Parent Entity	Nature of Operation	Place of Incorporation
DIGLS	July<br> 4, 2016	FVTI	Investment<br> holding	Republic<br> of Seychelles
DILHK	June<br> 22, 2016	DIGLS	Investment<br> holding	Hong<br> Kong, PRC
QHDX	November<br> 3, 2016	DILHK	Investment<br> holding	PRC
FVTL	May<br> 31, 2011	QHDX	Trading<br> of wine	PRC
JJGS	August<br> 17, 2017	FVTL	Investment<br> holding	Republic<br> of Seychelles
JJHK	August<br> 24, 2017	JJGS	Investment<br> holding	Hong<br> Kong, PRC
JJSZ	November<br> 16, 2018	JJHK	Investment<br> holding	PRC
MAKAWENG	August<br> 28, 2019	QHDX	No<br> operations	PRC

Useof estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results may materially differ from these estimates.

Foreigncurrency translation and re-measurement

The Company translates its foreign operations to the U.S. dollar in accordance with ASC 830, “Foreign Currency Matters”.

The reporting currency for the Company and its subsidiaries is the U.S. dollar. The Company, DIGLS, and DILH’s functional currency is the U.S. dollar; QHDX and FVTL use the Chinese Renminbi (“RMB”) as their functional currency.

The Company’s subsidiaries, whose records are not maintained in that company’s functional currency, re-measure their records into their functional currency as follows:

●	Monetary<br> assets and liabilities at exchange rates in effect at the end of each period
●	Nonmonetary<br> assets and liabilities at historical rates
●	Revenue<br> and expense items at the average rate of exchange prevailing during the period

Gains and losses from these re-measurements were not significant and have been included in the Company’s results of operations.

The Company’s subsidiaries, whose functional currency is not the U.S. dollar, translate their records into the U.S. dollar as follows:

●	Assets<br> and liabilities at the rate of exchange in effect at the balance sheet date
●	Equities<br> at the historical rate
●	Revenue<br> and expense items at the average rate of exchange prevailing during the period

| F-7 |

| --- |

Adjustments arising from such translations are included in accumulated other comprehensive income in shareholders’ equity.

	December 31, 2019		December 31,<br> 2018
Spot RMB: USD exchange rate	$	0.14334	$	0.14538
Average RMB: USD exchange rate	$	0.14505	$	0.15144

The RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions. No representation is made that the RMB amounts could have been, or could be, converted into US Dollars at the rates used in translation.

Cashand cash equivalents

Cash and cash equivalents include cash on hand, deposits in banks, and any investments with maturities with less three months from inception to maturity. The Company’s primary bank deposits are located in the Hong Kong and the PRC. Under the Deposit Insurance System in China, a company’s deposits at one bank is insured for a maximum of RMB 500,000 (approximately $70,000). However, management has determined that the risk of loss from insolvency by those financial institutions at which it has deposited its funds is insignificant.

Accountsreceivable

Accounts receivable are carried at the amounts invoiced to customers less allowance for doubtful accounts. The allowance is an estimate based on a review of individual customer accounts on a regular basis. Accounts receivable are written off when deemed uncollectible. Recoveries of accounts receivable previously written off are recorded when received.

The Company reviews the collectability of accounts receivable based on an assessment of historical experience, current economic conditions, and other collection indicators.

During the year ended December 31, 2019, the Company had not experienced any delinquent or uncollectible balances; accordingly, the Company did not record any valuation allowance for bad debt during this period.

Inventories

Inventories consisting of finished goods are stated at the lower of cost or market value. The Company used the weighted average cost method of accounting for inventory. Inventories on hand are evaluated on an on-going basis to determine if any items are obsolete, spoiled, or in excess of future demand. The Company provides impairment that is charged directly to cost of sales when is has been determined the product is obsolete, spoiled, and the Company will not be able to sell it at a normal profit above its carrying cost. The Company’s primary products are alcoholic beverages; the selling price of alcoholic beverages tend to increase over time; however, there are circumstances where alcoholic beverages may be subject to spoilage if stored for prolong periods of time. The Company did not experience any impairment on inventory during the years ended December 31, 2019 and 2018.

Advancesand prepayments to suppliers

In certain instances, in order to secure the supply of limited and sought-after wines and liquors, the Company will make advance payments to suppliers for the procurement of inventory. Upon physical receipt and inspection of such products from those suppliers, the applicable balances are reclassified from advances and prepayments to suppliers to inventory.

| F-8 |

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Property,plant and equipment

Equipment is carried at cost less accumulated depreciation. Depreciation is provided over their estimated useful lives, using the straight-line method. Estimated useful lives of the equipment are as follows:

Office<br> equipment	7-20<br> years

The cost of maintenance and repairs is charged to expenses as incurred, whereas significant renewals and betterments are capitalized.

Right-of-useasset and lease liabilities

In February 2016, the FASB issued ASU 2016-02 “Leases (Topic 842).” The new standard requires lessees to recognize lease assets (right of use) and lease obligations (lease liability) for leases previously classified as operating leases under U.S. GAAP on the balance sheet for leases with terms in excess of 12 months. The standard is effective for annual periods beginning after December 15, 2018, including interim periods within those fiscal years.

Accountingfor long-lived assets

The Company annually reviews its long-lived assets for impairment or whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. Impairment may be the result of becoming obsolete from a change in the industry or new technologies. Impairment is present if the carrying amount of an asset is less than its undiscounted cash flows to be generated.

If an asset is considered impaired, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the asset. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

Customeradvances and deposits

On certain occasions, the Company may receive prepayments from downstream retailers or retails customer for wines and liquor prior to their taking possession of the Company’s products; the Company records these receipts as customer advances and deposits until it has met all the criteria for recognition of revenue including the passing possession of the products to its customer, at such point Company will reduce the customer and deposits balance and credit the Company’s revenues.

Revenuerecognition

The Company adopted ASC Topic 606, Revenue from Contracts with Customers, and all subsequent ASUs that modified ASC 606 on April 1, 2017 using the full retrospective method which requires the Company to present the financial statements for all periods as if Topic 606 had been applied to all prior periods. Revenue from contracts with customers is recognized using the following five steps:

1.	Identify<br> the contract(s) with a customer;
2.	Identify<br> the performance obligations in the contract;
3.	Determine<br> the transaction price;
4.	Allocate<br> the transaction price to the performance obligations in the contract; and
5.	Recognize<br> revenue when (or as) the entity satisfies a performance obligation.

In applying ASC 606, the Company recognizes revenue when the Company has negotiated the terms of the transaction, set forth the sales price, transferred of possession of the product to the customer, determined that the customer does not have the right to return the product, determined that the customer is able to further sell or transfer the product onto others for economic benefit without any other obligation to be fulfilled by the Company, and the Company is reasonably assured that funds have been or will be collected from the customer. The Company’s gross revenue consists of the value of goods invoiced, net of any value-added tax (“VAT”).

Advertising

All advertising costs are expensed as incurred. Advertising expense for the years ended December 31, 2019 and 2018, were $0 and 0, respectively.

Shippingand handling

Outbound shipping and handling are expensed as incurred.

Retirementbenefits

Retirement benefits in the form of mandatory government sponsored defined contribution plans are charged to either expenses as incurred or allocated to inventory as a part of overhead.

Incometaxes

The Company accounts for income tax using an asset and liability approach and allows for recognition of deferred tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future realization is uncertain.

| F-9 |

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Statutoryreserves

Statutory reserves are referring to the amount appropriated from the net income in accordance with laws or regulations, which can be used to recover losses and increase capital, as approved, and are to be used to expand production or operations. PRC laws prescribe that an enterprise operating at a profit must appropriate and reserve, on an annual basis, an amount equal to 10% of its profit. Such an appropriation is necessary until the reserve reaches a maximum that is equal to 50% of the enterprise’s PRC registered capital.

Earningsper share

The Company computes earnings per share (“EPS”) in accordance with ASC Topic 260, “Earnings per share”. Basic EPS is measured as the income or loss available to common shareholders divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., convertible securities, options, and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e. those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.

Financialinstruments

The Company’s accounts for financial instruments in accordance to ASC Topic 820, “Fair Value Measurements and Disclosures,” which requires disclosure of the fair value of financial instruments held by the Company and ASC Topic 825, “Financial Instruments,” which defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the consolidated balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows:

● Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.

● Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

● Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.

Commitmentsand contingencies

Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.

Comprehensiveincome

Comprehensive income is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. Among other disclosures, all items that are required to be recognized under current accounting standards as components of comprehensive income are required to be reported in a financial statement that is presented with the same prominence as other financial statements. The Company’s current component of other comprehensive income includes the foreign currency translation adjustment and unrealized gain or loss.

Goodwill

Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable assets acquired in a business combination. In accordance with FASB ASC Topic 350, “Goodwill and Other Intangible Assets”, goodwill is no longer subject to amortization. Rather, goodwill is subject to at least an annual assessment for impairment, applying a fair-value based test. Fair value is generally determined using a discounted cash flow analysis.

| F-10 |

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Recentaccounting pronouncements

In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). Financial Instruments-Credit Losses (Topic 326) amends guidelines on reporting credit losses for assets held at amortized cost basis and available-for-sale debt securities. For assets held at amortized cost basis, Topic 326 eliminates the probable initial recognition threshold in current GAAP and, instead, requires an entity to reflect its current estimate of all expected credit losses. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial assets to present the net amount expected to be collected. For available-for-sale debt securities, credit losses should be measured in a manner similar to current GAAP, however Topic 326 will require that credit losses be presented as an allowance rather than as a write-down. ASU 2016-13 affects entities holding financial assets and net investment in leases that are not accounted for at fair value through net income. The amendments affect loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. The amendments in this ASU will be effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company has evaluated the impact of the adoption of ASU 2016-13 on its consolidated financial statements and has determined there is no material impact.

In August 2018, the FASB issued ASU 2018-13, Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement. The amendments in this standard will remove, modify and add certain disclosures under ASC Topic 820, Fair Value Measurement, with the objective of improving disclosure effectiveness. ASU 2018-13 will be effective for the Company’s fiscal year beginning April 1, 2020, with early adoption permitted. The transition requirements are dependent upon each amendment within this update and will be applied either prospectively or retrospectively. The Company does not expect ASU 2018-13 to have a material impact to the Company’s consolidated financial statements.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes. The amendments in this Update related to separate financial statements of legal entities that are not subject to tax should be applied on a retrospective basis for all periods presented. The amendments related to changes in ownership of foreign equity method investments or foreign subsidiaries should be applied on a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. The amendments related to franchise taxes that are partially based on income should be applied on either a retrospective basis for all periods presented or a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. All other amendments should be applied on a prospective basis. The Company does not expect the adoption of ASU 2019-12 to have a material impact on its consolidated financial statements.

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NOTE3 - GOING CONCERN

The accompanying financial statements have been prepared in conformity with U.S. GAAP which contemplates continuation of the Company as a going-concern basis. The going-concern basis assumes that assets are realized, and liabilities are settled in the ordinary course of business at amounts disclosed in the financial statements. The Company’s ability to continue as a going concern depends upon its ability to market and sell its products to generate positive operating cash flows. For the years ended December 31, 2019 and 2018, the Company reported net losses of $377,756 and $262,424, respectively. There was substantial doubt regarding the Company’s ability to continue as a going concern as of December 31, 2018. As of December 31, 2019, the Company had working capital deficit of approximately $781,382. In addition, the Company had net cash outflows of $173,646 from operating activities during the years ended December 31, 2019. These conditions continue to raise substantial doubt as to whether the Company may continue as a going concern as of the date of this report.

The Company also relies on related parties to provide financing and management services at cost that may not be the prevailing market rate for such services.

If the Company is not able to generate positive operating cash flows, raise additional capital, and retain the services of certain related parties, it may become insolvent.

| F-12 |

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NOTE4 - ACCOUNTS AND OTHER RECEIVABLES

Accounts and other receivables consisted of the following as of December 31, 2019 and 2018:

	2019		2018
Gross accounts and other receivables	$	146	$	7,678
Less: Allowance for doubtful accounts		-		-
	$	146	$	7,678

NOTE5 – INVENTORIES

Inventories consisted of the following as of December 31, 2019 and 2018:

	2019		2018
Finished goods	$	28,502	$	236,175

NOTE6 - EQUIPMENT

Property, plant and equipment consisted of the following as of December 31, 2019 and 2018:

	2019		2018
At Cost:
Equipment		61,510		62,385
Less: Accumulated depreciation
Equipment		52,899		52,576
	$	8,611	$	9,809

| F-13 |

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The Company did not purchase any equipment during the years ended December 31, 2019 and 2018. Changes in the cost of equipment are related to differences in foreign currency rates at different reporting periods. Depreciation expenses translated at the average exchange rates for the years ended December 31, 2019 and 2018 were $1,073 and $3,926, respectively.

NOTE7 - INCOME TAXES

The Company’s primary operations are in the PRC, and in accordance with the relevant tax laws and regulations. The corporate income tax rate for each country is as follows:

●	PRC<br> tax rate is 25%;
●	Hong<br> Kong tax rate is 16.5%; and
●	Seychelles<br> is on permanent tax holiday.

The following tables provide the reconciliation of the differences between the statutory and effective tax expenses for the years ended December 31, 2019 and 2018:

	2019			2018
Loss attributed to PRC operations	$	(183,120	)	$	(162,259	)
Loss attributed to Seychelles and HK		(1,820	)		(82	)
Loss attributed to US		(192,734	)		(102,897	)
Loss before tax		(377,674	)		(265,238	)
PRC Statutory Tax at 25% Rate		(45,780	)		(40,565	)
Effect of Seychelles, PRC, HK, deductions and other reconciling items, and election to recognize tax benefits		45,862			37,751
Income tax	$	82		$	(2,814	)

The difference between the U.S. federal statutory income tax rate and the Company’s effective tax rate was as follows for the years ended December 31, 2019 and 2018:


U.S. federal statutory income tax rate	21.0	%	21.0	%
Higher rates in PRC, net	4.0	%	4.0	%
Reconciling items, net operating losses in PRC and other jurisdictions, election to not recognize tax asset	-25.0	%	-23.9	%
The Company’s effective tax rate	0.0	%	1.1	%

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On July 1, 2018, the Company changed its status from a general VAT taxpayer to simplified calculation method taxpayer. In accordance with the rules applicable to general VAT taxpayers, an entity must present VAT payable using the net between the output VAT (at a rate of 16%) and the available input VAT amount (at the rate applicable to the supplier). Under the simplified calculation method, no input VAT is deductible and a uniform 3% levying rate applies.

NOTE8- RELATED PARTY TRANSACTIONS

Amounts due to related parties as of December 31, 2019 and 2018 are as follows:

		2019		2018
Mr. Yumin Lin (1)	President, Chief Executive Officer, Secretary, Director	$	791,576	$	554,061
Ms. Qingmei Lin (2)	Mr. Yumin Lin’s wife		17,201		28,350
Mr. Naiyong Luo(3)	Director of DIGL		-		78,639
Mr. Hongwei Ye (4)	Shareholder		-		25,719
		$	808,777	$	686,769
(1)	The<br> outstanding payables due to Mr. Yumin Lin are comprised of working capital advances and borrowings. These amounts are due<br> on demand and non-interest bearing.
---	---
(2)	The<br> amounts due to Ms. Qingmei Lin are for office rental expenses. The Company’s operating facilities are located within<br> a building owned by Ms. Qingmei Lin.
(3)	The<br> Company sold a portion of its wine and liquor products to Mr. Naiyong Luo in the amounts of $220,203 and $41,565<br> for the years ended December 31, 2019 and 2018. As of December 31, 2018, the Company had a customer deposit from Mr. Luo in<br> the amount of $78,639. These sales occurred in the normal course of business. Mr. Luo is a shareholder of Gaosheng Group Co.,<br> Ltd., the prior owner of DIGLS.
(4)	The<br> Company sold a portion of its wine and liquor products to Mr. Hongwei Ye in the amounts of $25,189 and $5,020<br> for the years ended December 31, 2019 and 2018. As of December 31, 2018, the Company had a customer deposit from Mr. Ye in<br> the amount of $25,719. These sales occurred in the normal course of business.

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NOTE9 – RIGHT OF USE ASSETS AND LEASE COMMITMENTS

Minimum operating lease commitment for the agreement is as follows:

2019		17,201
2020		17,201
2021		17,201
2022		17,201
2023		17,201
Thereafter:		40,136
	$	126,141
Right of Use Assets:	December 31, 2019
---	---	---	---
Gross Payments		143,345
Less: Amortization		(15,062	)
Discount		(17,827	)
Net amount	$	110,456

NOTE10 - RISKS

Creditrisk

The Company is subject to risk borne from credit extended to customers.

FTVL and QHDX bank deposits are with banks located in the PRC. DIGLS does not have any bank accounts. The bank accounts that the Company uses that that are located outside of the U.S. do not carry federal deposit insurance.

Economicand political risks

The Company’s operations are conducted in the PRC. Accordingly, the Company’s business, financial condition, and results of operations may be influenced by changes in the political, economic, and legal environments in the PRC. As imported alcoholic beverages are considered a luxury item in the PRC, they may be subject to political risks. From time to time, the PRC government limits the amount of import of foreign alcoholic beverages based on diplomatic relationships with foreign countries. The Company’s results of operations may be materially and adversely affected if it is unable to procure such products because of change of government policies.

There is global pandemic caused by the COVID 19 virus. The Company’s sales and operations may be materially adversely affected by the pandemic.

| F-16 |

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Inflationrisk

Management monitors changes in prices levels. Historically inflation has not materially impacted the Company’s financial statements; however, significant increases in the price of wine and liquors that cannot be passed on the Company’s customers could adversely impact the Company’s results of operations.

Concentrationsrisks

During the year ended December 30, 2019 and the year ended December 31, 2018, the Company had a concentration of risk in its supply of goods, as one vendor supplied all of the Company’s purchases of finished goods.

During the year ended December 30, 2019 and the year ended December 31, 2018, the Company had a concentration of risk in its demand for goods, as a single customer, whom is also a related party accounted for $220,203 and $46,585 of the Company’s sales.

NOTE11 - SUBSEQUENT EVENTS

Company evaluates subsequent events that have occurred after the balance sheet date but before the financial statements are issued. There are two types of subsequent events: (1) recognized, or those that provide additional evidence with respect to conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements, and (2) non-recognized, or those that provide evidence with respect to conditions that did not exist at the date of the balance sheet but arose subsequent to that date.

On December 30, 2019, FVTI, along with QHDX, entered into an equity interest transfer agreement with shareholders of Foshan BaiTaFeng Beverage Development Co., Ltd. (“BTF”), who collectively owned 100% equity interest of BTF, a limited liability company engaged in the business of bottling and distributing of drinking water in China. Among other requirements, a draft form of the audited financial statements of BTF is required for closing of this transaction. As of the date of this report, draft audited financial statements are not yet available. Additional details regarding this transaction can be found on the Form 8-K filed by the Company with the U.S. Securities and Exchange Commission on January 6, 2020.

On March 16, 2020, FVTI, along with JJGS, entered into an equity interest transfer agreement with Valley Holdings Limited (“Valley Holdings”), a Hong Kong company, and Angel International Investment Holdings Limited, a 70% shareholder of Valley Holdings. Valley Holdings owns approximately 88.44% of the equity interest of Valley Foods Holdings (Guangzhou) Co., Ltd., which is a limited liability company incorporated in China and engaged in the business of food wholesale and production and sale of food additives in China. Additional details regarding this transaction can be found on the Form 8-K filed by the Company with the U.S. Securities and Exchange Commission on March 20, 2020.

The Company experienced a decline in sales after December 31, 2019 as it was not able to conduct business during the first quarter of 2020 as result of the global pandemic, COVID 19.

Except for the above-mentioned material subsequent events and disclosures found in these financial statements, there were no other events that management deemed necessary for disclosure as a material subsequent event.

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EXHIBIT4.1

DESCRIPTIONOF THE REGISTRANT’S SECURITIES

REGISTEREDPURUSANT TO SECTION 12 OF THE SECURITIES

EXCHNAGEACT OF 1934, AS AMENDED

As of December 31, 2019, Fortune Valley Treasures, Inc. (“we,” “our,” “us” or the “Company”) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): its common stock with a par value of $0.001 per share (“Common Stock”).

Pursuant to our articles of incorporation, as amended, our authorized capital stock is 3,000,000,000 shares of Common Stock. The following description summarizes the material terms of our capital stock. For a complete description of the matters set forth herein, you should refer to our articles of incorporation and bylaws, as amended and the applicable provisions of Nevada law.

Defined terms used herein and not defined herein shall have the meaning ascribed to such terms in the Company’s Annual Report on Form 10-K.

CommonStock

The holders of the Common Stock shall possess all voting power and each share of Common Stock shall have one vote on all matters submitted to the stockholders for a vote.

CapitalMarket

Our Common Stock is quoted on the OTCQB marketplace of the OTC Markets Group, Inc. under the symbol “FVTI.”

Exhibit10.1

EquityInterest Transfer Agreement

This Agreement was entered by and among the following parties on December 30, 2019 in Shenzhen, China:

Party A: Qianhai DaXingHuaShang Investment (Shenzhen) Co., Ltd. (referred to as “Transferee”)

Address: 13th Floor, Block 1, Building B, Wisdom Plaza, Nanshan District, Shenzhen

Legal Representative: Yumin Lin

Party B:

Party B 1: Chunbin Li (referred to as “Transferor”)

ID Number: *************

Address: ****************

Party B 2: Miaoqin Yao

ID Number: *************

Address: ****************

Party B1 and Party B2 are collectively referred to as “Party B” or “Original Shareholders.”

Party C: Foshan BaiTaFeng Beverage Development Co., Ltd. (“Target Company”)

Address: Shangbai Industrial Zone, Luocun, Shishan Town, Nanhai District, Foshan City

Legal Representative: Chunbin Li

Party D: Fortune Valley Treasures, Inc. (“FVTI”)

Address: 13th Floor, Block 1, Building B, Wisdom Plaza, Nanshan District, Shenzhen

Authorized Director: Yumin Lin

WHEREAS:

1.	Qianhai<br> DaXingHuaShang Investment (Shenzhen) Co., Ltd. is a limited company registered in Qianhai, Shenzhen and validly existing in<br> accordance with Chinese laws.
2.	Target<br> Company is a limited company registered in Foshan, Guangdong, in accordance with Chinese law. As of the date of this Agreement,<br> Target Company’s registered capital is RMB 1 million.
3.	As<br> of the execution date of this Agreement, Party B are the original shareholders of Target Company and holds 100% equity interest<br> of Target Company, of which: Party B1 holds 93% equity interest of Target Company and Party B2 holds 7% equity interest of<br> Target Company.
4.	Party<br> B1 agrees to transfer 80% of the equity interest of Target Company he holds to Party A in accordance with the terms of this<br> Agreement, and Party A agrees to acquire such equity interest in accordance with the terms of this Agreement.

Regarding to the acquisition of 80% of the equity of Target Company held by Party B, the parties agreed to the terms of this Agreement through friendly negotiation in accordance with the principles of fairness, reasonableness, and good faith:

Article1 Definition

1.1	Unless<br> otherwise agreed in this Agreement, the following terms have the following meanings in this Agreement:
Party<br> A	refers<br> to	Qianhai<br> DaXingHuaShang Investment (Shenzhen) Co., Ltd.
---	---	---
Target<br> Company	refers<br> to	Foshan<br> BaiTaFeng Beverage Development Co., Ltd.
Party<br> B/ Original Shareholders	refers<br> to	the<br> original shareholders of the Target Company on the execution date of this Agreement, namely, Li Chunbin and Yao Miaoqin.
Transferor	refers<br> to	Chunbin<br> Li, one of the shareholders of Target Company.
SEC	refers<br> to	the<br> United States Securities and Exchange Commission.
This<br> Transaction	refers<br> to	Party<br> A’s acquisition of 80% of equity interest in Target Company held by the Transferor.
Underlying<br> Equity	refers<br> to	the<br> 80% equity interest of Target Company held by Party B.
Transaction<br> price / transaction consideration	refers<br> to	the<br> general term for the transaction consideration paid by Party A to acquire the target equity in accordance with Article 2.3<br> of this Agreement.
Settlement<br> date	refers<br> to	the<br> day that All Party B’s equity is transferred to Party A in the government registration department.
---	---	---
The<br> Auditor	refers<br> to	the<br> auditing agency with relevant qualifications hired by Party A for this Transaction— WWW.P.C
The<br> transition period	refers<br> to	the<br> period from the signing date of this Agreement (including the date of signing) to the settlement date (including the date<br> of settlement).
Profit<br> commitment period	means	the<br> period from October 1, 2019 to September 30, 2020.
Net<br> Profit	refers<br> to	the<br> net profit attributable to the parent company audited by the Auditor
Uplisting	refers<br> to	a<br> uplisting of Fortune Valley Treasures, Inc., Party A’s listing company, from OTCQB to Nasdaq Stock Exchange
Public<br> Company/ Fortune Valley Treasures, Inc	refers<br> to	Fortune<br> Valley Treasures, Inc., which is listed in OTCQB in the United States.
Burden<br> of Rights	means	any<br> mortgage, pledge, lien, guarantee, burden of rights, property entrustment, priority, security interest, retention of title,<br> beneficial right, trust arrangement, or other set, recognized and/or enforceable third party rights or claims of any nature<br> in accordance with relevant laws.
Yuan	refers<br> to	Chinese<br> Yuan, RMB
Working<br> day	refers<br> to	The<br> normal business days of commercial banks in China, except on Saturday, Sundays and holidays.

1.2 In this Agreement, unless otherwise specified:

(1) the laws, regulations or related provisions mentioned in this Agreement include future interpretations, amendments or supplements to these laws, regulations or related provisions, and also include newly issued relevant laws replacing these laws, regulations and related supporting or supplemental regulations;

(2) “articles,” “sections” and “items” shall be the “articles”, “sections” and “items” of this Agreement; and

(3) the title of the provisions of this Agreement is only for reference, and does not affect the interpretation of the meaning of this Agreement.

Article2 This Transaction

2.1 All of the Original Shareholders of Target Company, Chunbin Li and Miaoqin Yao, have agreed that Chunbin Li will transfer 80% of the equity interest of Target Company to Party A in accordance with the terms and conditions of this Agreement, and Party A has agreed in accordance with the terms and conditions of this Agreement and Target Company’s representations and warranties to accept the transfer of equity interest. Upon the completion of the acquisition, Target Company’s equity structure is as follows:

No.	Name of Shareholders
1	Party A	800,000	80
2	Chunbin Li	130,000	13
3	Miaoqin Yao	70,000	7
Total		1,000,000	100

2.2 All parties agreed that upon the satisfaction of the following conditions (or partially/wholly waived by Party A in writing), Party A shall pay Party B the consideration for the transfer of the equity interest of Target Company in accordance with this Agreement.

2.2.1 Party C’s shareholders’ meeting has approved this equity transfer;

2.2.2 According to Party A’s due diligence requirements, before the execution date of this Agreement, the information disclosed by Party B and Party C to Party A regarding the Target Company and equity interest, which includes but are not limited to the history of Target Company, all certificates and approval documents, financial information, customer information, claims and debts, arbitration and litigation status and Right of Burden on the equity, is true, accurate and complete, and there are no concealment or misleading disclosures and statement and such information has been reviewed by Party A and is to its satisfaction.

2.2.3 Party B and Party C guarantee that the equity interest transferred to Party A is the true capital contribution of Party B in Target Company, which is its legally-owned equity, it has full disposal rights and that there are no other interest arrangements such as holding shares on behalf of others. The Transferor guarantees that there is no other burden of mortgage, pledge or guarantee on the transferred equity, and indemnifies Party A from any liabilities from third parties.

2.2.4 All the Original Shareholders of Target Company have clearly stated that they have waived their right of first refusal to purchase the equity interest.

2.2.5 Party B guarantees that Target Company is established, exists and operates in accordance with the law, that there are no events that cause Target Company to have or may be substantially adversely affected, and that the Target Company does not have any outstanding or possible fines and penalties, litigation and other legal procedures or liabilities as of the closing date.

2.2.6 Party B guarantees that Target Company has not entered into or made any agreement or arrangement to dispose of any of its material assets or that the there is no encumbrance on the assets.

2.2.7 All parties covenants that they have all the power and authorization to enter into this Agreement and perform their obligations under this Agreement, and have obtained the approval from the relevant shareholders meetings.

2.2.8 If at any time Party B or Party C is aware of any facts or circumstances that may prevent a certain closing condition from being fulfilled, it shall immediately notify Party A in writing.

2.3 Consideration of Equity Transfer

2.3.1 Equity Transfer Price and Valuation Basis

All parties agreed that the Party B shall transfer 80% of the equity of Target Company to Party A. After the completion of equity transfer, Party A will hold 80% of the equity interest of the Target Company.

2.3.2 All parties confirmed that the valuation of 100% of Target Company’s equity is as follows:

(1) Target Company and the Original Shareholders have fully, truthfully and completely disclosed Target Company’s assets, liabilities, equity, external guarantees and all relevant information related to this Agreement to the Transferee. The assets owned by Target Company do not have significant defects.

(2) Target Company and the Original Shareholders covenant that Target Company will generate a net profit of RMB 9 million for the period from October 1, 2019 to September 30, 2020, and that Target Company’s net profit in 2019 will be no less than RMB 3 million. In addition, when Party B1 remains the general manager and legal representative of Target Company, Part B1 and Target Company covenant that in addition to the above-mentioned profit covenant, Target Company’s net profit will increase more than 10% every fiscal year compares to the prior year for the following five years.

On the basis of the above-mentioned promised net profit, the parties agreed to calculate the valuation of 100% of the equity of Target Company at a price-earnings ratio of 15 times the actual net profit of Target Company’s profit commitment period.

2.4 Issuance and Settlement of Shares

All parties agree that, upon completion of the registration of equity transfer for this Transaction, and within 30 working days after September 30, 2020, FVTI shall issue the shares of common stock to the Transferor based on the actual net profit from October 1, 2019 to September 30, 2020 of the Target Company. The amount of the shares depend on the actual net profit and FVTI shall issue the transferor or its designated related parties according to the following calculation criteria:

The number of shares (taken as an integer) = the actual net profit of Target Company from October 1, 2019 to September 30, 2020 × 80% × 15 times ÷ 3.02 ÷ exchange rate of RMB to USD mid-rate (Transferor and Transferee have agreed that the exchange rate should be calculated at 7:1).

The parties agree that the issuance of shares shall be performed in accordance with the agreed standards above, and FVTI and the Transferor or its designated related parties shall enter into a subscription agreements. Party B is committed to cooperate with the audit work of the audit firm appointed by Party A and FVTI.

2.5 Registration of Transfer of Underlying Equity

The parties agree that after the execution of this Agreement and the (partial or complete) satisfaction of the closing conditions stipulated in Section 2.2 of this Agreement, the business registration of share transfer needs to be completed prior to the completion of an initial draft of the audited financial statements so that Party A will become a 80% shareholder of the Target Company.

Article3 Corporate Governance and Non-Competition

3.1 After completion of the equity transfer, Target Company will become Party A’s controlled subsidiary.

3.2 All parties agree that after the completion of the equity transfer, the employment of Target Company will not change (except for the corresponding adjustments made in accordance with the relevant provisions of laws and regulations and the requirements of regulatory authorities).

3.3 In order to ensure the continuous and stable operation of Target Company, the management team members of Target Company shall sign the employment agreements with Target Company, pursuant to the requirement by Party A. The term of this Agreement shall include the rest of the current fiscal year after the completion of the Transaction and three subsequent fiscal years. Non-competition agreements need to be signed with the management team members before the closing of this Transaction. The aforementioned personnel shall not use any means (including but not limited to operating, investing, cooperating with, working part-time for themselves or others) during the term of the employment agreement signed with Target Company and within 2 years from the date of termination of employment with Party A or Target Company, to engage in the same or similar business as Party A or Target Company or conduct unfair related party transactions. They shall not engage in any behavior that may reduce or harm the competitiveness of Party A or Target Company, and disclose the business secrets of Party A or Target Company. If the aforementioned personnel violates Target Company’s rules and policies, harms the interests of Party A or Target Company, or meet the conditions to terminate the employment according to Labor Contract Law of China, Target Company may terminate the employment and reserve the right to investigate and hold personnel liable for all damages.

3.4 After completion of the Transaction, Target Company shall establish a board of directors and supervisors. The board of directors consists of three directors, two of which will be nominated by Party A and one by Party B. Target Company shall have one supervisor, who will be appointed by Party B. The general manager of Target Company will be appointed by Party B (Party B has initially appointed Mr. Chunbin Li). Party A will appoint professional financial personnel to guide Target Company to comply with the Uplisting requirements.

Party A fully trusts the management of Target Company led by Party B1. Both parties strive to ensure the stability of Target Company’s personnel and operations, and use their respective advantages to improve the performance of Target Company.

3.5 After the completion of the transaction, the management of Target Company has a fiduciary duty and needs to submit a three-year operational plan and budget plan, as well as related management performance appraisal plan to achieve these targets to Party A.

Article4 Closing of Underlying Equity Interest and Profit Distribution

4.1	Within<br> three years from the effective date of this Agreement, Target Company shall not make any profit distribution. The profit will<br> be used for the future working capital.

After the end of the three-year period, upon the consent of Party A and Party B, a profit distribution plan can be carried out according to the operation situation.

4.2	The<br> parties to this Agreement agree to make every effort to cooperate and take all measures (including but not limited to signing<br> or procuring a third party to sign any document, making an application and obtaining any relevant approvals, consents or permits,<br> or completing any relevant registration and filing procedures) to ensure that Transaction is completed in time.

Article5 Party A’s Representations and Warranties

5.1 The representations and warranties made by Party A in this Article are true and accurate. Party B may rely on such representations and warranties to enter into this Agreement.

5.2 Party A is a company legally established and validly existing in accordance with laws in China. It has full legal rights to sign, perform and complete the Transactions described in this Agreement, and has obtained appropriate authorization to perform all necessary actions.

5.3 To perform this Agreement and complete this Transaction, Party A will not:

(1) violate any provisions of Party A’s organizational documents;

(2) violate the terms or provisions of any binding agreement or documents, of which Party A is a party;

(3) violate any laws, regulations or regulatory documents applicable to Party A.

5.4 Party A guarantees to pay The transferor the consideration for equity transfer in a timely manner in accordance with this Agreement.

5.5 In order to successfully complete the Transaction, Party A shall provide active and sufficient cooperation and assistance in matters that are necessary.

5.6 After the Transaction is completed, without the written consent of Party B, Party A shall not transfer or pledge its equity interest in Target Company to any third party.

Article6 Party B’s Representations and Warranties

6.1 The representations and warranties made by Party B in this Article are true and accurate. Party A may rely on such representations and warranties to enter into this Agreement.

6.2 Every party in Party B is a Chinese citizen with full capacity for civil conduct, has full legal rights to sign, perform and complete the Transactions contemplated by this Agreement, and has obtained appropriate authorization to perform all necessary actions.

6.3 To perform this Agreement and complete the Transactions contemplated by this Agreement, neither party of Party B will:

(1) violate the terms or regulations of any binding agreement or document of which he is a party;

(2) violate any laws, regulations or regulatory are applicable to that party.

6.4 Prior to the closing date, Party B has legally holds the Underlying Equity, and there is no pledge, judicial freeze or other restrictions on the transfer of the Underlying Equity. Party B has the right to transfer the equity interest to Party A.

6.5 The information or materials provided by Party B to Party A in this Transaction are true, accurate and complete.

6.6 Target Company (including its subsidiaries, same as below) legally owns the assets and has qualifications necessary for its production and operation, and complies with relevant laws and regulations in all aspects of production and operation.

There is no violation of any relevant Chinese laws and regulations that may materially and adversely affect the transaction. There is no outstanding, unfulfilled or foreseeable major investigation, judgement, decision or penalty. Except as otherwise provided for in this Agreement, any damage, compensation, fines and compensation due to any misconduct of Target Company before the closing date (including but not limited to violations of laws in the fields of tax, industry and commerce, product quality, environmental protection, intellectual property rights, social insurance, housing fund, intellectual property rights and so on) shall be borne by Party B.

6.7 Except for the liabilities reflected in the financial statements provided by Party B to Party A, Target Company does not have any other liabilities (including existing liabilities and contingent liabilities arising from Target Company providing guarantees, mortgages, pledges or other forms of guarantees). If Target Company has other liabilities not disclosed by Party B or any fines, penalties, compensations, taxes payable and other liabilities assumed by Target Company due to facts or reasons that occurred or existed before the closing date, Party B shall be responsible. For the documents that Party B and Target Company have provided to Party A, Party A shall issue a list of documents to Party B.

6.8 Party B promises that Party B and other enterprises under its control will not engage in business that competes with Target Company. If Party B and its affiliates involve in the main business of Target Company, they should transfer the business to Target Company as required by Party A.

6.9 Party B guarantees that the Underlying Equity will be transferred to Party A within the agreed time. Party A shall provide active and full cooperation and assistance in the transfer.

6.10 Each party of Party B waives the right of first refusal to transfer the equity of Target Company to Party A.

6.11 Party B guarantees that all trademarks, copyrights and other intellectual property rights related to Target Company’s business operations will be transferred to Target Company before the completion of the equity transfer.

Article7 Taxes and Fees

7.1 Regardless of whether the transaction is completed or not, all costs and expenses incurred by the parties due to the transaction (including consultant fees paid to intermediaries such as financial consultants and lawyers) shall be paid by their own.

Article8 Confidentiality

8.1 The parties agree that the following information or documents shall be kept in strict confidence by the parties from the date of execution of this Agreement to the date when the transaction is disclosed in accordance with the law after the execution of legal procedures.

(1) All the information related to this Agreement, including but not limited to the transaction plan, commercial conditions (intent), negotiation process and content, and the information that the parties to the transaction have learned before and during the process to enter into this Agreement;

(2) All documents and materials in this Agreement, including but not limited to any documents, materials, data, contracts, financial reports and so on.

(3) Other information and documents that will lead to market rumors, stock price fluctuations and other abnormal conditions once leaked or disclosed.

8.2 Without the prior written consent of the other parties to this Agreement, neither party shall disclose the above information and documents to third parties. The parties to the Transaction shall take necessary actions to limit the disclosure of the above information and documents to only those involved in the Transaction, and require such persons to strictly abide by the provisions of this Article.

8.3 The following shall not be deemed as disclosure or disclosure of information and documents:

(1) the information and documents disclosed were known to the public before disclosure;

(2) disclosure pursuant to a mandatory requirement of law, regulation or normative document, or a decision, order or requirement of a competent government agency (such as the SEC), or a judgment, order or award of a court or arbitration institution;

(3) for the purpose of entering into and performing this Agreement, the disclosure to each intermediary agency before and/or after hiring each intermediary agency (including independent financial consultants, auditors, assessors and lawyers).

Article9 Force Majeure

9.1 If any party to this Agreement is unable to perform this Agreement due to any occurrence of force majeure after the signing of this Agreement, the party affected by force majeure shall notify the other party within ten working days from the date on which the force majeure occurs, and such notice shall specify the occurrence of the force majeure and declare the event as force majeure. At the same time, the party affected by the force majeure shall try its best to take measures to reduce the losses caused by the force majeure and protect the legitimate rights and interests of the other party. Force majeure refers to unforeseeable, unavoidable and insurmountable objective circumstances when the Agreement is entered into.

9.2 In the event of force majeure, the parties to the Transaction shall discuss to determine whether this Agreement will continue to be performed, postponed or terminated. After the elimination of force majeure, if this Agreement can still be performed, the parties shall still be obliged to take reasonable and feasible actions to perform this Agreement. The party affected by force majeure shall send a notice of the elimination of force majeure to the other party as soon as possible, and the other party shall confirm upon receipt of the notice.

9.3 In the event of force majeure that renders this Agreement unenforceable, this Agreement will terminate and the party suffering from force majeure shall not be liable for the foregoing termination of this Agreement. If the performance of this Agreement is partially unable or delayed due to force majeure, the party affected by the force majeure shall not be liable for any breach of this Agreement.

Article10 Breach of Contract

10.1 After this Agreement takes effect, if Party A fails to pay the consideration within the agreed period, it shall pay a liquidated damages to the Transferor at the rate of 0.05% per day of the unpaid amount.

10.2 After this Agreement takes effect, if the registration of equity transfer does not complete within the required period due to Transferor’s fault, the Transferor shall bear the liquidated damages at the rate of 0.05% per day of the transaction consideration that Party A has paid to the Transferor.

10.3 Unless otherwise provided for in the terms of this Agreement, if either party breaches its obligations under this Agreement or the representations and warranties made herein, the other party shall have the right to require it to perform the corresponding obligations or/and take necessary measures to ensure that it complies with the representations or warranties made herein. In case of any loss caused to the Transferor due to Party A’s violation of obligations hereunder or its representations and warranties, Party A shall indemnify the transferor for all losses (including reasonable expenses incurred by the transferor to avoid losses). In case of any loss caused to Party A due to any breach of obligations hereunder or any representations or warranties made by either party, the breaching party shall indemnify the other party for all losses caused to Party A (including reasonable expenses incurred by Party A to avoid losses).

10.4 For the purpose of this Agreement, the parties to this Agreement further declare that if the performance of this Agreement is delayed or impossible due to acts of approval or permission of regulatory authorities, competent authorities or relevant government departments, or changes in laws and policies, the inability to performance shall not be regarded as a breach of the contract by the party, and the parties shall negotiate and facilitate the continued performance of the transaction in a reasonable and legal manner.

10.5 Each of Party B shall be jointly and severally liable for the profit compensation obligations and breach of contract obligations of the other parties of Party B.

10.6 Under this Agreement, Party A and Party D shall bear joint and several liability to Party B for any of their responsibilities/obligations under this Agreement.

Article11 Applicable Laws and Dispute Resolution

11.1 The interpretation and performance of this Agreement shall be governed by and construed in accordance with the laws of China.

11.2 Any disputes arising out of or in connection with this Agreement shall first be resolved through friendly negotiation. If it cannot be settled through negotiation, either party has the right to submit the dispute to the China International Economic and Trade Arbitration Commission South China Branch for arbitration.

11.3 Except for the terms of the dispute, the validity of other terms of this Agreement will not be affected during the settlement of the dispute.

Article12 Effectiveness

This Agreement shall come into force upon being signed and sealed by the authorized representatives of Party A, Party C and Party D and signed by Party B.

Article13 Miscellaneous

13.1 The termination or invalidity of certain or partial provisions hereof in accordance with the law or in accordance with the provisions hereof shall not affect the validity of other provisions hereof. The breach of this Agreement by any party of Party B shall not affect the continued performance of this Agreement by the other party.

13.2 This Agreement constitutes the entire agreement of the parties to the Transaction on matters related to this Agreement and replaces any agreement, statement, memorandum, correspondence or any other document made prior to this Agreement. However, any content that does not conflict with this Agreement or that is not expressly agreed in this Agreement in the aforementioned documents still applies or is valid.

13.3 Except as otherwise agreed herein, no party in this Agreement may in any way assign all or part of its rights, rights, responsibilities, or obligations under this Agreement without the prior written consent of the other parties.

13.4 Unless otherwise provided by laws and regulations or a party expressly waives its rights, if any party fails to exercise or delays the exercise of any of its rights under this Agreement, it does not constitute a waiver of those rights by that party.

13.5 All parties agree that if the parties need to sign a separate equity transfer agreement for the purpose of equity transfer registration as required by the local competent authority of Target Company, the parties shall sign the equity transfer agreement without violating the terms of this Agreement. The parties confirm that the equity transfer agreement is only for the purpose of facilitating the registration of equity transfer, and this Agreement between the parties regarding the transaction shall be subject to this Agreement and the annexes and appendices hereto.

13.6 This Agreement has six originals copies, one for each party, one for Target Company, and the rest are kept by Party A. Each original copy shall have the same legal effect.

(no text below, signature page)

(This page is the signature page of the Equity Interest Transfer Agreement.)

Party A: Qianhai DaXingHuaShang Investment (Shenzhen) Co., Ltd. (seal) [Corporate Seal Affixed Herein]

Signature of the legal representative or authorized representative: /s/ Yumin Lin

Party B1 (Signature): /s/ Chunbin Li

Party B2 (Signature): /s/ Miaoqin Yao

Party C: Foshan BaiTaFeng Beverage Development Co., Ltd. (Seal) [Corporate Seal Affixed Herein]

Party D: Fortune Valley Treasures, Inc. (seal) [Corporate Seal Affixed Herein]

Signature of authorized representative: /s/ Yumin Lin

Exhibit10.2

EquityInterest Transfer Agreement

This Agreement was entered by and among the following parties on March 16, 2020 in Hong Kong:

PartyA: JIUJIU GROUP STOCK CO., LTD.

Authorized Director: Donghui Deng

PartyB: ANGEL INTERNATIONAL INVESTMENT HOLDINGS LIMITED

Authorized Director: Kin Lam

PartyC: VALLEY HOLDINGS LIMITED (referred to as “Target Company”)

Authorized Director: Kin Lam

PartyD: FORTUNE VALLEY TREASURES, INC.

Authorized Director: Yumin Lin

WHEREAS:

1. Party A is a company incorporated and validly existing in Seychelles and a wholly-owned subsidiary of Party D.

2. The Target Company is a business company registered in Hong Kong. As of the date of this Agreement, Target Company’s registered capital is HK$1,000,000. Valley Foods Holdings (Guangzhou) Co., Ltd. is a limited company registered in China and is primarily engaged in food wholesale and food additives businesses. The Target Company holds 88.4367% of its shares. Valley Foods Holdings (Guangzhou) Co., Ltd. and its subsidiaries, Guangzhou Asia Pacific Food Technology Co., Ltd., Guangzhou Tianhui Trading Co., Ltd., Guangzhou China Food Internet of Things Service Co., Ltd., and Tianhui Food International Co., Ltd. are jointly referred to as “subsidiaries of the Target Company.”

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3. As of the execution date of this Agreement, Party B is the original shareholder of Target Company and holds 70% of equity interest of Target Company. The remaining 30% of the equity interest of Target Company is held by Xinyi Holdings Global Limited.

4. Party B agrees to transfer 70% of the equity interest of Target Company it holds to Party A in accordance with the terms of this Agreement, and Party A agrees to acquire such equity interest in accordance with the terms of this Agreement.

Regarding to the acquisition of 70% of the equity interest of Target Company held by Party B, the parties agreed to the terms of the Agreement as follows:

Article1 Definition

1.1 Unless otherwise agreed in this Agreement, the following terms have the following meanings in this Agreement:

Party<br> A	refers<br> to	Jiujiu<br> Group Stock Co., Ltd.
Target<br> Company	refers<br> to	Valley<br> Holdings Limited, Including Its Subsidiaries
Party<br> B	refers<br> to	Angel<br> International Investment Holdings Limited, the original shareholders which holds 70% of equity interest of Target Company<br> on the execution date of this Agreement
SEC	refers<br> to	the<br> United States Securities and Exchange Commission.
The<br> Transaction	refers<br> to	Party<br> A’s acquisition of 70% of equity interest in Target Company held by Party B
Target<br> Securities	refers<br> to	the<br> 70% equity interest of Target Company held by Party B.
Consideration	refers<br> to	the<br> general term for the transaction consideration paid by Party A to acquire the Target Securities held by Party B in accordance<br> with Section 2.5 of this Agreement.
Closing<br> Date	refers<br> to	the<br> day that all Target Securities is transferred to Party A , which is the day as agreed by all parties in accordance with<br> Section 2.7 of this Agreement.
Closing	refers<br> to	As<br> stipulated in Section 2.7, the parties have fulfilled their respective obligations under Section 27.7 to complete the<br> purchase and sale of the Target Securities, and the Target Securities have been completely transferred to Party A under<br> Party A’s internal corporate record.

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| --- | | Auditor | refers to | the audit firm with relevant qualifications and engaged by Party A for the Transaction | | --- | --- | --- | | Transition Period | refers to | the period from the execution date of this Agreement (including the date of execution) to the Closing (including the Closing Date). | | Profit Commitment Period | refers to | From January 1, 2019 to December 31, 2019 | | Net Profit | refers to | the net profit attributable to Target Company and audited by the Auditor as assigned by Party A | | Burden of Rights | refers to | any mortgage, pledge, lien, guarantee, burden of rights, property entrustment, priority, security interest, retention of title, beneficial right, trust arrangement, or other set, recognized and/or enforceable third party rights or claims of any nature in accordance with relevant laws. | | Business Day | refers to | the normal business days of commercial banks in Hong Kong, except Saturday, Sunday and official holidays. | | Deadline | refers to | April 30, 2020, or a later date and time agreed in writing by Party A and Party B | | Force majeure | refers to | any affected party cannot reasonably control, do not expect or is unavoidable and cannot be overcome even if it can be expected, and it appears after the execution date of this Agreement, it makes it objectively impossible or impossible for the party to perform all or part of this Agreement. Such events include but not limited to, earthquakes, riots, wars, laws and regulations, and changes in the listing rules that are explicitly required by the SEC and announced to the public. | | Fiscal Year | refers to | the year from January 1 to December 31. |

1.2 In this Agreement, unless otherwise specified:

(2) “articles,” “sections” and “items” shall be the “articles,” “sections” and “items” of this Agreement; and

(3) the title of the provisions of this Agreement is only for reference, and does not affect the interpretation of this Agreement.

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Article2 This Transaction

2.1 Party B has agreed to transfer its 70% equity interest of Target Company to Party A in accordance with the terms and conditions of this Agreement, and Party A has agreed acquire such equity interest in accordance with the terms and conditions of this Agreement and with Target Company’s representations and warranties.

2.2 The parties have agreed that after the following conditions have been met on or before the Deadline (or partially or wholly waived by Party A in writing), the parties shall complete the Closing in accordance with Section 2.7 of this Agreement.

2.2.1 According to Party A’s due diligence requirements, the information disclosed by Party B and Party C to Party A before the Closing, which includes but not limited to the history of Target Company and its subsidiaries, all certificates, licenses, permits and approval documents, financial information, customer information, claims and debts, arbitration and the litigation status, Right of Burden on the equity and all information related to the equity interest of the Target Company are true, accurate and complete. There are no concealment or misleading disclosures and statements and such information has been reviewed by Party A and is to its satisfaction.

2.2.2 Party B and Party C guarantee that all representations and warranties under this Agreement are true, complete, accurate and not misleading.

2.2.3 Completion of initial draft of 2019 audited consolidated annual report of Target Company.

2.2.4 Each of the management members of each subsidiary of Target Company shall enter into a non-competition agreement and a confidentiality agreement in accordance with Section 3.3.

2.2.5 All trademarks, copyrights and other intellectual property rights related to Target Company and its subsidiaries’ business operations will be transferred to Target Company before the completion of the Transaction.

2.3 Party A has the right to waive any of the conditions precedent listed in Section 2.2. To avoid discrepancies, apart from the above-mentioned conditions, the parties to this Agreement shall not be entitled to waive any of the conditions in Section 2.2. If the conditions listed in any of Section 2.2 are not fulfilled on or before the Deadline specified in this Agreement (or, if applicable, a written exemption), Party A or Party B may give written notice to the other party to terminate its obligations under this Agreement, and obtain immediate termination.

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2.4 If at any time Party B or Party C is aware of the facts or circumstances that may prevent a certain condition from being fulfilled, it shall immediately notify Party A in writing.

2.5 Consideration

2.5.1 Consideration and Valuation Basis

All parties have agreed that the Party B shall transfer its 70% of the equity of Target Company to Party A. After the completion of the Transaction, Party A will hold 70% of the equity interest of the Target Company.

2.5.2 All parties confirmed that the valuation of 70% of Target Company’s equity transfer is as follows:

(1) Target Company and Party B have fully, truthfully and completely disclosed Target Company’s and its subsidiaries’ assets, liabilities, equity, external guarantees and all relevant information related to this Agreement to the Party A in writing. The assets owned by Target Company and its subsidiaries do not have significant defects.

(2) The Target Company and Party B warrant that Target Company and its subsidiaries will generate a Net Profit of no less than HK$5 million for the 2019 audited consolidated annual statement. In addition, when Mr. Kin Lam remains as the general manager and executive director of the Target Company, Target Company warrants that in addition to the above-mentioned profit covenant, Target Company’s Net Profit will increase no less than 10% every fiscal year compared to the prior year for the following five years after the Profit Commitment Period.

On the basis of the above-mentioned promised Net Profit, all parties agreed to calculate the valuation of 70% of the equity of Target Company at US$ 14 million. If Target Company and its subsidiaries’ audited consolidated Net Profit for the 2019 is less than HK$5 million, the parties will negotiate the Consideration separately.

2.6 Issuance of Shares

All parties agree that, upon completion of the Closing for the Transaction, and within 30 Business Days after the issuance of the 2019 audit report of Target Company, Party D shall issue the shares of common stock to Party B. The number of the shares that Party D shall issue to Party B or its designated party is calculated as follows.

(i) The issuance price is the closing price of the stock one Business Day before the Closing Date.

(ii) According to the above issuance price, the number of shares and the total equivalent value that Party D shall issue to Party B as follows:

(a) US$14 million, provided that the Net Profit from the 2019 annual audit report of Target Company and its subsidiaries is not less than HK$5 million; or

(b) another consideration that is agreed by parties, in the event that the Net Profit of the consolidated statements of Target Company and its subsidiaries for the 2019 annual audit report is less than HK$ 5 million.

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The parties have agreed that the issuance of shares shall be performed in accordance with the agreed standards above, and Party D and the Party B or its designated party shall enter into a subscription agreements. Party B is committed to cooperate with the audit work of the Auditor appointed by Party A and Party D and provide all necessary and prompt assistance to Party D for consolidation of Target Company’s financial statements and preparation of reports required by the SEC.

2.7 Closing

After all the conditions listed in Section 2.2 have been fulfilled (or, if applicable, waived in writing), the parties shall conduct the Closing within 30 Business Days before 5pm at Party A’s office, whose address is 13th floor, Building B1, Qiaoxiang Road, Nanshan District, Shenzhen, Guangdong or at other time or place as agreed by the parties to complete the Closing. All of the following matters shall be handled at the time of Closing:

2.7.1 Party B shall transfer or facilitate to transfer to Party A documents, including but not limited to the following:

(1) A share transfer letter, duly signed by Party B, and sales documents and/or other relevant documents regarding the transfer of Target Securities to Party A as the beneficiary and to give Party A legal ownership of the Target Securities as a registered shareholder of the Target Securities;

(2) Original stock certificate of the Target Securities;

(3) A copy of the board resolutions for matters properly convened and approved in the meeting of Target Company’s board of directors, with the signature from one of the directors to certify its validity, the contents of which shall be to:

(i) approve the transfer of the Target Securities to Party A and register the transfer; and

(ii) (If requested by Party A) accept Target Company’s appointment of personnel nominated by Party A as directors, and these appointments will take effect upon completion of the Closing.

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Article3 Corporate Governance and Non-Competition

3.1 After completion of the Transaction, Target Company will become Party A’s controlled subsidiary.

3.2 All parties agree that after the completion of the Transaction, the employment of Target Company and its subsidiaries will not change (except for the corresponding adjustments made in accordance with the relevant provisions of laws and regulations and the requirements of regulatory authorities).

3.3 In order to ensure the continuous and stable operation of Target Company and its subsidiaries, the management team members of Target Company and its subsidiaries shall enter into employment agreements, pursuant to the requirement by Party A. The term of the employment agreement shall include the rest of the current fiscal year after the Closing and three subsequent fiscal years. Non-competition agreements need to be signed with the management team members before the Closing. The aforementioned personnel, without prior written consent of Party A or Target Company, shall not use any means (including but not limited to operating, investing, cooperating with, working part-time for themselves or others) during the term of the employment agreement signed with Target Company and within 2 years from the date of termination of employment with Party A or Target Company, this includes:

(i) the aforementioned personnel shall not operate, engage in or use any means to assist the same, similar or competitive relationship business (directly or indirectly) with Party A, Party D, Target Company and its subsidiaries in Hong Kong and China. They shall not have business interest (except for holding 10% or less equity interests) in same, similar or competitive business or conduct unfair related party transactions.

(ii) solicit or induce personnel who have business dealings with Party A or Target Company within five years before the date of signing the labor contract and/or during the term of the labor contract, instigate or work hard to make such persons to stop dealing with Party A or Target Company;

(iii) use or disclose to others the business secrets of Party A or Target Company (including but not limited to customer information and intellectual property rights), so as to affect the interests of Party A or Target Company, except the information required by law, the SEC or other regulatory agencies to disclose, and information that has become publicly known not because such persons have breached the above commitments. When such personnel are required to disclose relevant information by law, the SEC, or other regulatory agencies, they must notify Party A or Target Company before the disclosure of the information, as long as permitted by relevant laws.

If the aforementioned personnel violates the rules and regulations of Target Company, dereliction of duty or private malpractice and damages the interests of Party A or Target Company, or meets the conditions for termination of the labor contract or termination conditions of the labor contract stipulated by local laws and regulations, Target Company shall terminate the employment agreement signed by such personnel and require the aforementioned personnel to compensate all losses suffered by Party A or the companies.

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3.4 After the transfer of the Target Securities, Kin Lam will remain as the executive director and general manager of Target Company. Party A will assign its professional financial personnel to guide Target Company to cooperate with Party D for financial compliance work as a listed company.

Party A and Party B will strive to ensure the stability of Target Company’s personnel and operations, and make the best use of their respective advantages to help increase Target Company’s performance.

3.5 After the transfer of the Target Securities, the management of the Target Company will diligently perform its operational management responsibilities, and submit the three-year plan and annual budget plan of Target Company to Party A within 90 days after signing of this Agreement. In addition, they are to develop management performance appraisal plan according to the strategic plan and annual targets.

Article4 Closing and Profit Distribution

4.1 Within three years from the execution of this Agreement, Target Company shall not make any profit distribution. The profit will be used for the future working capital.

4.2 The parties to this Agreement have agreed to make every effort to cooperate and take all measures (including but not limited to signing or procuring a third party to sign any document, making an application and obtaining any relevant approvals, consents or permits, or completing any relevant registration and filing procedures) to ensure that the Closing is in time, legal and valid.

Article5 Party A’s Representations and Warranties

5.1 The representations and warranties made by Party A in this Article are true and accurate. Party B may rely on such representations and warranties to enter into this Agreement.

5.2 Party A is a company legally established and validly existing in accordance with laws in Seychelles. It has full legal rights to sign, perform and complete the Transaction described in this Agreement, and has obtained appropriate authorization to perform all necessary actions

5.3 To perform this Agreement and complete the Transaction, Party A will not:

(1) violate any provisions of Party A’s organizational documents;

(2) violate the terms or provisions of any binding agreement or documents, of which Party A is a party;

(3) violate any laws, regulations or regulatory documents applicable to Party A.

5.4 In order to successfully complete this Transaction, Party A shall provide active and sufficient cooperation and assistance in matters that are necessary.

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Article6 Party B’s and Target Company’s Representations and Warranties

6.1 The representations and warranties made by Party B and Target Company in this Article are true and accurate. Party A may rely on such representations and warranties to enter into this Agreement.

6.2 Party B and Target Company have full capacity for civil conduct, full legal rights to sign, perform and complete the Transaction contemplated by this Agreement, and have obtained appropriate authorization to perform all necessary actions. Party B and Target Company guarantee that they have all the rights and authorization to enter into this Agreement and perform their obligations under this Agreement, and have obtained the approval from the relevant board meeting.

6.3 Party B and Target Company represent and warrant that the Target Company and its subsidiaries are validly established, existing and authorized to conduct businesses and there is no material adverse event that will interfere or adversely affect their operations. Up until the date of the Closing, there is no outstanding, unfulfilled or foreseeable compensation, fines, penalty, judgement, or decision or penalty due to the misconduct of Target Company and its subsidiaries.

6.4 Party B and Target Company represent and warrant that the Target Company and its subsidiaries have not entered into or made any agreement or arrangement to dispose of any of its important assets or place any equity burden on it.

6.5 Party B represents and warrants that the equity to be transferred to Party A is the true capital contribution of Party B in Target Company, its legally owned equity, and it has full disposal rights, and there are no other interest arrangements such as holding shares on behalf of others. Party B represents and warrants that there is no mortgages, pledges or guarantees on the transferred equity, and indemnity from any recourse by any third party. Party B and Target Company represent and warrant that the Transaction to Party A has obtained the consent of other shareholders of Target Company.

6.6 To perform this Agreement and complete the Transaction contemplated by this Agreement, neither Party B nor Target Company will:

(1) violate the terms or regulations of any binding agreement or document of which it is a party; or

(2) violate any laws, regulations or regulatory are applicable to that party.

6.7 Prior to the closing, Party B legally holds the Target Securities, and there is no pledge, judicial freeze or other restrictions on the transfer of the Target Securities. Party B has the right to transfer the equity interest to Party A.

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6.8 The information or materials provided by Party B and Target Company to Party A for the Transaction are true, accurate and complete.

6.9 Party A and Target Company represent and warrant that they have authorization and qualifications necessary for the operations, and complied with relevant laws and regulations in all aspects of operations. There is no violation of any relevant Chinese and Hong Kong laws and regulations that may materially and adversely affect the Transaction. There is no outstanding, unfulfilled or foreseeable major investigation, judgement, decision or penalty. Except as otherwise provided for in this Agreement, any damage, compensation, fines and compensation due to any misconduct of Target Company and its subsidiaries before the Closing (including but not limited to violations of laws in the fields of tax, industry and commerce, product quality, environmental protection, intellectual property rights, social insurance, housing fund, intellectual property rights and so on) shall be borne by Party B.

6.10 Except for the liabilities reflected in the financial statements provided by Party B and Target Company to Party A, Target Company and its subsidiaries do not have any other liabilities (including existing liabilities and contingent liabilities arising from Target Company and its subsidiaries providing guarantees, mortgages, pledges or other forms of guarantees). If Target Company and its subsidiaries have other liabilities not disclosed by Party B or any fines, penalties, compensations, taxes payable and other liabilities assumed by Target Company and its subsidiaries due to facts or reasons that occurred or existed before the closing date, Party B shall be responsible.

6.11 Party B warrants that Party B and other enterprises under its control will not engage in businesses that will compete with Party A, Party D, Target Company and its subsidiaries. If Party B and its affiliates involve in the main business of Target Company and its subsidiaries, they should transfer the business and relevant rights and interests to Target Company and its subsidiaries as required by Party A. The companies competing in the industry, Guangzhou Huiren Food Co., Ltd., Guangzhou Weien Trading Co., Ltd., and Guangzhou Anjia Catering Co., Ltd., will merge their business into Target Company within 30 days from the completion of the Closing.

6.12 Party B and Target Company warrant that the Target Securities will be transferred to Party A within the agreed time. Party B and Target Company shall provide active and full cooperation and assistance in the transfer

6.13 Party B represents and warrants that the 30% shareholder of the Target Company, Xinyi Holdings Global Limited, does not have piggy-back rights and has no objection to the Transaction.

Article7 Taxes and Fees

7.1 Regardless of whether the Transaction is completed or not, all costs and expenses incurred by the parties due to the transaction (including consultant fees paid to intermediaries such as financial consultants and counsels) shall be paid by their own.

7.2 Regarding stamp duty payable on the purchase and sale of the Target Securities will be borne by Party B.

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Article8 Confidentiality

8.1 The parties agree that the following information or documents shall be kept in strict confidence by the parties from the date of execution of this Agreement to the date when the Transaction is disclosed in accordance with the law after the execution of legal procedures.

(1) All the information related to this Agreement, including but not limited to the transaction plan, commercial conditions (intent), negotiation process and content, and the information that the parties to the Transaction have learned before and during the process to enter into this Agreement;

(2) All documents and materials in this Agreement, including but not limited to any documents, materials, data, contracts, financial reports and so on.

(3) Other information and documents that will lead to market rumors, stock price fluctuations and other abnormal conditions once leaked or disclosed.

8.3 The following shall not be deemed as disclosure or disclosure of information and documents:

(1) the information and documents disclosed were known to the public before disclosure;

Article9 Force Majeure

9.1 If any party to this Agreement is unable to perform this Agreement due to any occurrence of force majeure after the signing of this Agreement, the party affected by force majeure shall notify the other party within ten Business Days from the date on which the force majeure occurs, and such notice shall specify the occurrence of the force majeure and declare the event as force majeure. At the same time, the party affected by the force majeure shall try its best to take measures to reduce the losses caused by the force majeure and protect the legitimate rights and interests of the other party. Force majeure refers to unforeseeable, unavoidable and insurmountable objective circumstances when the Agreement is entered into.

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Article10 Breach of Contract

10.1 After this Agreement takes effect, if Party A fails to pay the consideration within the agreed period in accordance with Section 2.6, it shall pay a liquidated damages to Party B at the rate of 0.05% per day of the unpaid amount.

10.2 After this Agreement takes effect, if the registration of the Transaction does not complete within the required period due to Party B’s fault, Party B shall bear the liquidated damages at the rate of 0.05% per day of the Consideration that Party A has paid to the Party B.

10.3 Unless otherwise provided for in the terms of this Agreement, if either party breaches its obligations under this Agreement or the representations and warranties made herein, the other party shall have the right to require it to perform the corresponding obligations or/and take necessary measures to ensure that it complies with the representations or warranties made herein. In case of any loss caused to Party B due to Party A’s violation of obligations hereunder or its representations and warranties, Party A shall indemnify Party B for all losses (including reasonable expenses incurred by Party B to avoid losses). In case of any loss caused to Party A due to any breach of obligations hereunder or any representations or warranties made by either party, the breaching party shall indemnify the other party for all losses caused to Party A (including reasonable expenses incurred by Party A to avoid losses).

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10.5 Under this Agreement, Party B shall be jointly and severally liable for the profit compensation obligations and breach of contract obligations of Party A, Party D and the other parties; Party A and Party D shall bear joint and several liability to Party B and Part C for any of their responsibilities/obligations under this Agreement.

Article11 Applicable Laws and Dispute Resolution

11.1 The interpretation and performance of this Agreement shall be governed by and construed in accordance with the laws of Hong Kong.

11.2 Any disputes arising out of or in connection with this Agreement shall first be resolved through friendly negotiation. If it cannot be settled through negotiation, either party has the right to submit the dispute to the Hong Kong International Arbitration Center for arbitration or Hong Kong court for adjudication.

11.3 Except for the terms of the dispute, the validity of other terms of this Agreement will not be affected during the settlement of the dispute.

Article12 Effectiveness

This Agreement shall come into force upon being signed and sealed by the authorized representatives of each party.

Article13 Miscellaneous

13.5 This Agreement has five originals copies, two for Party A and one for each party. Each original copy shall have the same legal effect.

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13.6 Party B hereby irrevocably designates Mr. Chan Tak Hung (Address Room 801, 8th Floor, Assun Pacific Centre, 41 Tsun Yip Street, Kwun Tong, Kowloon, Hong Kong) as its agent (the “Document Receiving Agent”) on its behalf in Hong Kong to receive and confirm the service of any writ, subpoena, order, judgment or other notice of legal process (collectively referred to as “Legal Notice”). If document is sent to the receiving agent or by registered mail to the above or known latest address 2 Business Days after posting, or if there is a mailbox at the above or known latest address, a writ and/or any other relevant documents are inserted into the mailbox (whether it is delivered to Party B or received by Party B), such delivery shall be deemed as complete. If for any reason the document receiving agent cannot continue to act as the agent for Party B, Party B shall appoint another agent in Hong Kong for the same purpose, and notify the other parties of this appointment. Unless the notification on the appointment of a new agent is deemed to have been received by the other parties in this Agreement, any legal notice if properly delivered to the document receiving agent, shall be deemed to have been properly delivered to Party B in accordance with the law.

13.7 Each party hereby declares and confirms that before signing this Agreement, all parties have sufficient opportunity and time to hire a legal counsel and have sufficient opportunity to discuss and review the contents of this Agreement with their respective counsels. The parties further state and confirm that they had sufficient time to review the contents of this Agreement and have voluntarily entered into this Agreement.

(Signature Page Follows)

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(This page is the signature page of the Equity Interest Transfer Agreement.)

PartyA:JIUJIU GROUP STOCK CO., LTD.

Authorized Director: /s/ Donghui Deng

PartyB: ANGEL INTERNATIONAL INVESTMENT HOLDINGS LIMITED

Authorized Director: /s/ Kin Lam

PartyC: VALLEY HOLDINGS LIMITED

Authorized Director: /s/ Kin Lam

PartyD: FORTUNE VALLEY TREASURES, INC.

Authorized Director: /s/ Yumin Lin

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Exhibit14.1

CODEOF ETHICS

1.	Introduction

The Board of Directors of Fortune Valley Treasures, Inc. has adopted this code of ethics (the “Code”), which is applicable to all directors, officers and employees, to:

●	promote<br> honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and<br> professional relationships;
●	promote<br> the full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits<br> to, the Securities and Exchange Commission (the “SEC”), as well as in other public communications made by or on<br> behalf of the Company;
●	promote<br> compliance with applicable governmental laws, rules and regulations;
●	deter<br> wrongdoing; and
●	require<br> prompt internal reporting of breaches of, and accountability for adherence to, this Code.

This Code may be amended only by resolution of the Company’s Board of Directors. In this Code, references to the “Company” mean Fortune Valley Treasures, Inc., and, in each appropriate context, its subsidiaries.

2.	Honest, Ethical and Fair Conduct

Each person owes a duty to the Company to act with integrity. Integrity requires, among other things, being honest, fair and candid. Deceit, dishonesty and subordinating one’s principles are inconsistent with integrity. Service to the Company never should be subordinated to personal gain and advantage.

Each person must:

●	act<br> with integrity, including being honest and candid while still maintaining the confidentiality of the Company’s information<br> where required or in the Company’s interests.
●	observe<br> all applicable governmental laws, rules and regulations.
●	comply<br> with the requirements of applicable accounting and auditing standards, as well as Company policies, in order to maintain a<br> high standard of accuracy and completeness in the Company’s financial records and other business-related information<br> and data.
●	adhere<br> to a high standard of business ethics and not seek a competitive advantage through unlawful or unethical business practices.
●	deal<br> fairly with the Company’s customers, suppliers, business partners, competitors and employees.
●	refrain<br> from taking advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material<br> facts or any other unfair-dealing practice.
●	protect<br> the assets of the Company and ensure their proper use.
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●	refrain<br> from taking for themselves personally opportunities that are discovered through the use of corporate assets or by using corporate<br> assets, information or position for general personal gain outside the scope of employment with the Company.
●	disclose<br> conflicts of interest and only enter into “related-party transactions” under guidelines or resolutions approved<br> by the Board of Directors (or the appropriate committee of the Board). For purposes of this Code, “related-party transactions”<br> are defined as transactions in which (1) the aggregate amount involved will or may be expected to exceed $120,000 in any calendar<br> year, (2) the Company or any of its subsidiaries is a participant, and (3) any (a) executive officer, director or nominee<br> for election as a director, (b) greater than 5% beneficial owner of the Company’s shares of common stock, or (c) immediate<br> family member, of the persons referred to in clauses (a) and (b), has or will have a direct or indirect material interest<br> (other than solely as a result of being a director or a less than 10% beneficial owner of another entity). A conflict of interest<br> situation can arise when a person takes actions or has interests that may make it difficult to perform his or her work objectively<br> and effectively. Conflicts of interest may also arise if a person, or a member of his or her family, receives improper personal<br> benefits as a result of his or her position. Anything that would be a conflict for a person subject to this Code also will<br> be a conflict if it is related to a member of his or her family or a close relative. Examples of conflict of interest situations<br> include, but are not limited to, the following:
●	any<br> significant ownership interest in any supplier, customer or business partner;
●	any<br> consulting or employment relationship with any customer, supplier, business partner or competitor;
●	any<br> outside business activity that detracts from an individual’s ability to devote appropriate time and attention to his<br> or her responsibilities with the Company;
●	the<br> receipt of any money, non-nominal gifts or excessive entertainment from any company with which the Company has current or<br> prospective business dealings;
●	being<br> in the position of supervising, reviewing or having any influence on the job evaluation, pay or benefit of any close relative;
●	selling<br> anything to the Company or buying anything from the Company, except on the same terms and conditions as comparable officers<br> or directors are permitted to so purchase or sell; and
●	any<br> other circumstance, event, relationship or situation in which the personal interest of a person subject to this Code interferes<br> – or even appears to interfere – with the interests of the Company as a whole.
3.	Disclosure
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The Company strives to ensure that the contents of and the disclosures in the reports and documents that the Company files with the SEC and other public communications shall be full, fair, accurate, timely and understandable in accordance with applicable disclosure standards, including standards of materiality, where appropriate. Each person must:

●	not<br> knowingly misrepresent, or cause others to misrepresent, facts about the Company to others, whether within or outside the<br> Company, including to the Company’s independent auditors, governmental regulators, self-regulating organizations and<br> other governmental officials, as appropriate; and
●	in<br> relation to his or her area of responsibility, properly review and critically analyze proposed disclosure for accuracy and<br> completeness.

In addition to the foregoing, the Chief Executive Officer and Chief Financial Officer of the Company and each subsidiary or variable interest entity of the Company (or persons performing similar functions), and each other person that typically is involved in the financial reporting of the Company must familiarize himself or herself with the disclosure requirements applicable to the Company as well as the business and financial operations of the Company.

Each person must promptly bring to the attention of the Chairman of the Company’s Board of Directors any information he or she may have concerning (a) significant deficiencies in the design or operation of internal and/or disclosure controls which could adversely affect the Company’s ability to record, process, summarize and report financial data or (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s financial reporting, disclosures or internal controls.

4.	Compliance

It is the Company’s obligation and policy to comply with all applicable governmental laws, rules and regulations. It is the personal responsibility of each person to adhere to the standards and restrictions imposed by those laws, rules and regulations, including those relating to accounting and auditing matters.

5.	Reporting and Accountability

The Board of Directors of the Company is responsible for applying this Code to specific situations in which questions are presented to it and has the authority to interpret this Code in any particular situation. Any person who becomes aware of any existing or potential breach of this Code is required to notify the Chairman of the Board of Directors promptly. Failure to do so is itself a breach of this Code.

Specifically, each person must:

●	notify<br> the Chairman promptly of any existing or potential violation of this Code; and
●	not<br> retaliate against any other person for reports of potential violations that are made in good faith.

The Company will follow the following procedures in investigating and enforcing this Code and in reporting on the Code:

●

The Board of Directors will take all appropriate action to investigate any breaches reported to it.

●

If the Board of Directors determines (by majority decision) that a breach has occurred, it will take or authorize such disciplinary or preventive action as it deems appropriate, after consultation with legal counsel of the Company, up to and including dismissal or, in the event of criminal or other serious violations of law, notification of the SEC or other appropriate law enforcement authorities.

No person following the above procedure shall, as a result of following such procedure, be subject by the Company or any officer or employee thereof to discharge, demotion suspension, threat, harassment or, in any manner, discrimination against such person in terms and conditions of employment.

6.	Waivers and Amendments

Any waiver (as defined below) or an implicit waiver (as defined below) from a provision of this Code for the principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions or any amendment (as defined below) to this Code is required to be disclosed in the Company’s Annual Report on Form 10-K or in a Current Report on Form 8-K filed with the SEC. A “waiver” means the approval by the Company’s Board of Directors of a material departure from a provision of the Code. An “implicit waiver” means the Company’s failure to take action within a reasonable period of time regarding a material departure from a provision of the Code that has been made known to an executive officer of the Company. An “amendment” means any amendment to this Code other than minor technical, administrative or other non-substantive amendments hereto.

All persons should note that it is not the Company’s intention to grant or to permit waivers from the requirements of this Code. The Company expects full compliance with this Code.

7.	Other Policies and Procedures

Any other policy or procedure set out by the Company in writing or made generally known to employees, officers or directors of the Company prior to the date hereof or hereafter are separate requirements and remain in full force and effect.

8.	Inquiries

All inquiries and questions in relation to this Code or its applicability to particular people or situations should be addressed to the Company’s Secretary.

EXHIBIT21.1

SUBSIDIARIESOF THE REGISTRANT

Subsidiary	Place of<br><br> <br>Incorporation
DaXingHuaShang<br> Investment Group Limited	Seychelles
Jiujiu<br> Group Stock Co., Ltd.	Seychelles
DaXingHuaShang<br> Investment (Hong Kong) Limited	Hong<br> Kong
Jiujiu<br> (HK) Industry Limited	Hong<br> Kong
Qianhai<br> DaXingHuaShang Investment (Shenzhen) Co., Ltd.	PRC
Jiujiu<br> (Shenzhen) Industry Co., Ltd.	PRC
Dongguan<br> City France Vin Tout Ltd.	PRC
Yunnan<br> Makaweng Wine& Spirits Co., Ltd.	PRC

EXHIBIT31.1

CERTIFICATIONOF THE CHIEF EXECUTIVE

OFFICER PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Yumin Lin, certify that:

(1) I have reviewed this Form 10-K of Fortune Valley Treasures, Inc. (the “Registrant”);

(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4) The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the United States generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

(5) The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the registrant’s board of directors:

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 14, 2020

By:	/s/ Yumin Lin
Name:	Yumin<br> Lin
Title:	Chief<br> Executive Officer, President and Secretary (Principal Executive Officer)

EXHIBIT31.2

CERTIFICATIONOF THE CHIEF EXECUTIVE

OFFICER PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Kaihong Lin, certify that:

(1) I have reviewed this Form 10-K of Fortune Valley Treasures, Inc. (the “Registrant”);

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 14, 2020

By:	/s/ Kaihong Lin
Name:	Kaihong<br> Lin
Title:	Chief<br> Financial Officer and Treasurer
	(Principal<br> Financial and Accounting Officer)

Exhibit32.1

CERTIFICATIONPURSUANT TO

18U.S.C. SECTION 1350,

ASADDED BY

SECTION906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Fortune Valley Treasures, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2019, as filed with the Securities and Exchange Commission (the “Report”), I, Yumin Lin, Chief Executive Officer, President and Secretary of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that:

1.	The<br> Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	To<br> my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and<br> results of operations of the Company as of and for the period covered by the Report.
---	---

Date: May 14, 2020

By:	/s/ Yumin Lin
Name:	Yumin<br> Lin
Title:	Chief<br> Executive Officer, President and Secretary (Principal Executive Officer)

Exhibit32.2

CERTIFICATIONPURSUANT TO

18U.S.C. SECTION 1350,

ASADDED BY

SECTION906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Fortune Valley Treasures, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2019, as filed with the Securities and Exchange Commission (the “Report”), I, Kaihong Lin, Chief Financial Officer and Treasurer of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that:

1.	The<br> Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	To<br> my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and<br> results of operations of the Company as of and for the period covered by the Report.
---	---

Date: May 14, 2020

By:	/s/ Kaihong Lin
Name:	Kaihong<br> Lin
Title:	Chief<br> Financial Officer and Treasurer
	(Principal<br> Financial and Accounting Officer)