TD Holdings, Inc. Reports Third Quarter 2021 Financial Results

Revenue up 697% Year-over-year

SHENZHEN,China,Nov. 15,2021 -- TD Holdings,Inc.(Nasdaq:GLG) (the "Company"),a commodities trading service provider inChina,today announced its financial results for the third quarter endedSeptember 30,2021.

Ms.Renmei Ouyang,the Chief Executive Officer of the Company,stated,"We are pleased to report our financial results for the third quarter of fiscal year 2021. Our revenue increased by 697% to $54.77 million for the third quarter of fiscal year 2021 as compared to the same quarter of last year. During the third quarter,we have entered into a new strategic alliance with Jinyibao International Technology Company Limited to step into the global gold spot trading market,which is expected to enrich our commodity trading platforms,expand the scale of the platforms,and open up a new profit growth point. We have also established a partnership with Guangzhou Wensheng Blockchain Technology Co.,Ltd. to target the tremendous market potential of blockchain in the supply chain financing and digital cloud warehouse business. In addition,we have entered into strategic cooperation with Guangdong Enterprise Investment Promotion Association to develop our lightweight new materials business. Looking forward,we believe these moves will allow us to execute our lead strategy and effectively drive long-term growth."

Financial Highlights

In the quarter ended September 30,2021

Revenue from commodities trading business was$54.77 million,consisting of$52.73 millionfrom sales of commodities products,and$2.04 millionfrom supply chain management services for the quarter ended September 30,2021,an increase of 697% from $6.87 million for the same quarter ended September 30,2020.

Net income from continuing operation was$0.46 million,as compared with $3.54 millionfor the same quarter ended September 30,2020. Net income was $0.46 million,as compared with $0.55 million for the same quarter ended September 30,2020.

Basic and diluted earnings per share from continuing operations was $nil,compared with $0.06for the same quarter ended September 30,2020. Basic and diluted earnings per share was$nil,compared with $0.01for the same period endedSeptember 30,2020.

In the nine months ended September 30,2021

Revenue from commodities trading business was$144.20 million,consisting of$141.68 millionfrom sales of commodities products,and$2.52 millionfrom supply chain management services for the nine months ended September 30,an increase of 1339% from $10.02 million for the same period ended September 30,2020.

Net loss from continuing operation was $0.72 million,as compared with $1.73 million for the same period ended September 30,2020. Net loss was$0.72 million,as compared with $5.27 millionfor the same period ended September 30,2020.

Basic and diluted loss per share from continuing operations was$0.01,compared with $0.03for the same period ended September 30,2020. Basic and diluted loss per share was$0.01,compared with $0.12for the same period endedSeptember 30,2020.

Financial Results

In the three months ended September 30,2021

Revenues

For the three months ended September 30,the Company sold non-ferrous metals to twelve customers at fixed prices,and earned revenues when the product ownership was transferred to its customers. The Company earned revenues of $52.73 million from sales of commodity products for the three months ended September 30,among which,$1.37 million generated from the related party,compared with $0.96 million from sales of commodity products for the three months ended September 30,2020.

For the three months ended September 30,the Company earned commodity distribution commission fees of $2.04 million from twenty-two third-party customers and the Company earned commodity distribution commission fees of $1.15 million and $2.04 million from facilitating such sales transactions with three third party customers and three related party customers for the three months ended September 30,2020.

Cost of revenue

Cost of revenue primarily consists of purchase costs of non-ferrous metal products. For the three months ended September 30,the Company purchased non-ferrous metal products of $51.36 million from eleven third party vendors and $1.43 million from one related party vendors,compared with $3.61 million from two related party vendors for the three months ended September 30,2020.

Selling,general,and administrative expenses

Selling,general and administrative expenses increased by $1.93 million or 622%,to $2.23 million for the three months ended September 30,from $0.29 million for the three months ended September 30,2020. Selling,general and administrative expenses primarily consisted of salary and employee benefits,office rental expense,amortizations of intangible assets and convertible notes,professional service fees and finance offering related fees. The increase was mainly attributable to amortization of intangible assets of $1.01 million and amortization of convertible notes of $0.19 million for the three months ended September 30,2021 while no such issuance for the three months ended September 30,2020.

Interest income

Interest income was primarily generated from loans made to third parties and related parties. Interest income decreased by $0.03 million or 1%,to $1.81 million for the three months ended September 30,from $1.84 million for the three months ended September 30,2020.

Net income from continuing operations

Net income from continuing operations was $0.46 million for the three months ended September 30,compared with $3.54 million for the three months ended September 30,2020.

Net income

Net income was $0.46 million for the three months ended September 30,compared with $0.55 million for the three months ended September 30,2021

Revenues

For the nine months ended September 30,the Company sold non-ferrous metals to three related party customers and twenty-one third party customers at fixed prices,and earned revenues when the product ownership was transferred to its customers. The Company earned revenues of $141.68 million from sales of commodity products for the nine months ended September 30,compared with $6.30 million for the nine months ended September 30,2020.

For the nine months ended September 30,the Company earned commodity distribution commission fees of $2.52 million from third party vendors,compared with commission fees of $2.11 million from six third party customers and distribution service fees of $1.61 million from three related party customer for the nine months ended September 30,2020.

Cost of revenue

Cost of revenue primarily consists of purchase costs of non-ferrous metal products. For the nine months ended September 30,the Company purchased non-ferrous metal products of $118.32 million from twenty-one third party vendors and $23.35 million from eight related party vendors,compared with $1.46 million from one third party vendor and $4.87 million from three related party vendors for the nine months ended September 30,general and administrative expenses increased by $4.82 million or 467%,to $5.85 million for the nine months ended September 30,from $1.03 million for the nine months ended September 30,professional service fees and finance offering related fees. The increase was mainly attributable to amortization of intangible assets of $2.91 million and amortization of convertible notes of $0.35 million for the nine months ended September 30,2020.

Interest income

Interest income was primarily generated from loans made to third parties and related parties. Interest income increased by $3.12 million or 83%,to $6.85 million for the nine months ended September 30,from $3.74 million for the nine months ended September 30,2020. The increase was primarily due to loans made to Yunfeihu for the three months ended September 30,for the nine months ended September 30,$3.80 million was attributed to related party and $3.06 million was generated from third party vendors.

Share-based payment for service

On March 4,the Company issued 750,000 fully-vested warrants with an exercise price of $0.01,with a five-year life,to an agent who was engaged to complete the warrant waiver and exercise agreements. The Company applied Black-Scholes model and determined the fair value of the warrants to be $1,695,042. Significant estimates and assumptions used included stock price on March 4,2021 of $2.27 per share,risk-free interest rate of one year of 0.08%,life of 5 years,and volatility of 71.57% for the nine months ended September 30,2021.

On July 16,the Company issued 140,000 shares of the Company's common stock as compensation to a PR service provider for increasing the Company's visibility in the financial news community,and recognized 141,400 Share-based payment for service to profit.

For the nine months ended September 30,2020,no such expenses incurred.

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

For the nine months ended September 30,the item represented the amortization of beneficial conversion feature of $619,025 of the two convertible notes issued on January 6,2021 and on March 4,2021.

For the nine months ended September 30,the item represented the full amortization of beneficial conversion feature of $3.4 million and amortization of relative fair value of warrants of $3.06 million relating to the convertible notes which was exercised in May 2020.

Net loss from continuing operations

Net loss from continuing operations was $0.72 million for the nine months ended September 30,compared with $1.73 million for the nine months ended September 30,2020.

Net loss

Net loss from was $0.72 million for the nine months ended September 30,compared with $5.27 million for the nine months ended September 30,2020.

Nine months Ended September 30,2021Cash Flows

As ofSeptember 30,the Company had cash and cash equivalents of$4.29 million,as compared with$2.70 millionas of December 31,2020.

Net cash provided by operating activities from continuing operations was$0.94 millionfor the nine months endedSeptember 30,compared with $3.07 millionfor the nine months endedSeptember 30,2020. Net cash provided by operating activities was$0.94 millionfor the nine months endedSeptember 30,compared with $2.37 millionfor the nine months endedSeptember 30,2020.

Net cash used in investing activities was$62.21 millionfor the nine months endedSeptember 30,compared with$83.14 millionfor the nine months endedSeptember 30,2020.

Net cash provided by financing activities was$62.13 millionfor the nine months endedSeptember 30,compared with$81.05 millionthe nine months endedSeptember 30,2020.

About TD Holdings,Inc.

TD Holdings,Inc. is a service provider currently engaging in commodity trading business and supply chain service business inChina. Its commodities trading business primarily involves purchasing non-ferrous metal product from upstream metal and mineral suppliers and then selling to downstream customers. Its supply chain service business primarily has served as a one-stop commodity supply chain service and digital intelligence supply chain platform integrating upstream and downstream enterprises,warehouses,logistics,information,and futures trading. For more information,please visithttp://ir.tdglg.com.

Safe Harbor Statement

This press release may contain certain "forward-looking statements" relating to the business of TD Holdings,Inc. and its subsidiary companies. All statements,other than statements of historical fact included herein are "forward-looking statements." These forward-looking statements are often identified by the use of forward-looking terminology such as "believes," "expects" or similar expressions,involve known and unknown risks and uncertainties. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable,they do involve assumptions,risks and uncertainties,and these expectations may prove to be incorrect. The following factors,among others,could cause actual results to differ materially from those described in these forward-looking statements: there is uncertainty about the spread of the COVID-19 virus and the impact it will have on the Company's operations,the demand for the Company's products and services,global supply chains and economic activity in general. Investors should not place undue reliance on these forward-looking statements,which speak only as of the date of this press release. Investors should not place undue reliance on these forward-looking statements,which speak only as of the date of this press release. The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors,including those discussed in the Company's periodic reports that are filed with the Securities and Exchange Commission and available on its website athttp://www.sec.gov. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these factors. Other than as required under the securities laws,the Company does not assume a duty to update these forward-looking statements.

For more information,please contact:

Ascent Investor Relations LLC

Ms. Tina Xiao

Email:tina.xiao@ascent-ir.com

Tel: +1 917 609 0333

TD HOLDINGS,INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

September30,

2021

December31,

2020

ASSETS

Current Assets

Cash

$

4,291,390

$

2,700,013

Loans receivable from third parties

103,932,909

18,432,691

Due from related parties

12,083,999

55,839,045

Other current assets

6,742,586

1,310,562

Total current assets

127,050,884

78,282,311

Property and equipment,net

2,266

-

Goodwill

69,826,845

69,322,325

Intangible assets

21,905,533

19,573,846

Total noncurrent assets

91,734,644

88,896,171

Total Assets

$

218,785,528

$

167,178,482

LIABILITIES AND EQUITY

Current Liabilities

Advances from customers

$

8,255,056

$

9,214,369

Bank borrowings

1,110,186

1,653,247

Third party loans payable

462,185

-

Due to related parties

22,878

7,346,021

Income tax payable

7,571,307

5,460,631

Other current liabilities

3,820,365

3,197,147

Convertible notes

2,574,624

-

Acquisition payable

-

15,384,380

Total current liabilities

23,816,601

42,795

Deferred tax liabilities

4,312,941

4,893,461

Total noncurrent liabilities

4,941

4,461

Total liabilities

28,129,542

47,149,256

Equity (Deficit)

Common stock (par value $0.001 per share,100,000,000 shares authorized;

134,913,029 and 79,131,207shares issued and outstanding at September 30,

2021 and December31,respectively)

134,913

79,131

Statutory reserve

913,292

913,292

Additional paid-in capital

222,683,671

151,407,253

Accumulated deficit

(41,418,576)

(39,945)

Accumulated other comprehensive income

8,342,686

6,885,495

Total Equity

190,655,986

120,029,226

Total Liabilities and Equity

$

218,482

TD HOLDINGS,INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND

COMPREHENSIVE INCOME (LOSS)

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

For the Three Months Ended

September 30,

For the Nine Months Ended

September 30,

2021

2020

2021

2020

Revenues

Commodity products - related parties

$

1,365,823

$

958,108

$

23,292,454

$

3,575,409

Commodity products - third parties

51,364,489

2,722,836

118,387,337

2,836

Supply chain management services - related parties

-

2,041,570

-

2,112,166

Supply chain management services - third parties

2,043,494

1,148,839

2,515,919

1,609,469

Total Revenues

54,773,806

6,871,353

144,195,710

10,019,880

Cost of revenue

Commodity product sales - related parties

(1,429,486)

(3,639)

(23,347,003)

(4,865,857)

Commodity product sales - third parties

(51,358,653)

(88,543)

(118,323,668)

(1,458,212)

Supply chain management services - third parties

(11,913)

(16,463)

(15,555)

(24,417)

Total Cost of revenue

(52,800,052)

(3,714,645)

(141,686,226)

(6,348,486)

Gross profit

1,973,754

3,156,708

2,509,484

3,671,394

Operating expenses

Selling,and administrative expenses

(2,226,398)

(292,080)

(5,851,131)

(1,032,660)

Share-based payment for service

(141,400)

-

(1,836,442)

-

Total operating expenses

(2,367,798)

(292,080)

(7,687,573)

(1,660)

Other income (expenses),net

Interest income

1,809,398

1,016

6,854,491

3,736,079

Interest expenses

100,294

(15,164)

(182,954)

(69,644)

Amortization of beneficial conversion feature relating

to issuance of convertible notes

(619,025)

-

(619,025)

(3,400,000)

Amortization of relative fair value of warrants relating

to issuance of convertible notes

-

-

-

(3,060,000)

Other income (expense),net

251,014

-

(135,344)

-

Total other income (expenses),net

1,541,681

1,852

5,917,168

(2,793,565)

Net income (loss) from continuing operations before income taxes

1,147,637

4,685,480

739,079

(154,831)

Income tax expenses

(690,022)

(1,563)

(1,461,884)

(1,531)

Net income (loss) from continued operations,net of tax

457,615

3,535,917

(722,805)

(1,728,362)

Net loss from discontinued operations,net of tax

-

(2,989,116)

-

(3,807)

Netincome (loss)

457,615

546,801

(722,805)

(5,270,169)

Less: Net loss attributable to non-controlling interests

-

-

-

7,073

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

$

457,615

$

546,801

$

(722,805)

$

(5,263,096)

Comprehensive Income (Loss)

Net income(loss)

$

457,615

$

546,801

$

(722,805)

$

(5,169)

Foreign currency translation adjustment

(605,379)

3,011

1,457,191

3,427,039

Comprehensiveincome (loss)

$

(147,764)

$

4,061,812

$

734,386

$

(1,843,130)

Less: Total comprehensive loss attributable to non-controlling interests

-

-

-

7,073

Comprehensiveincome (loss) attributable to TD Holdings,Inc.

$

(147,057)

Earnings (loss) per share- basic

0.00

0.01

(0.01)

(0.12)

Earnings (loss) per share- diluted

0.00

0.01

(0.01)

(0.12)

Earnings (loss) per share continuing - basic and diluted

0.00

0.06

(0.01)

(0.03)

Earnings (loss) per share discontinued - basic and diluted

-

(0.05)

-

(0.09)

Weighted Average Shares Outstanding-Basic

102,091,312

58,625,143

97,406,331

43,789

Weighted Average Shares Outstanding-Diluted

108,621,947

58,143

103,936,966

43,789

TD HOLDINGS,INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in U.S. dollar)

For the Nine Months

Ended

September 30,

2021

2020

Cash Flows from Operating Activities:

Net (loss) income

$

(722,169)

Net loss from discontinued operations

-

3,807

Net (loss) income from continuing operations

(722,805)

(1,362)

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation of property and equipment

331

-

Amortization of right of use assets

-

222,840

Amortization of intangible assets

2,932

-

Amortization of beneficial conversion feature of convertible notes

354,000

-

Interest expense for convertible notes

300,108

-

Standstill fee relating to convertible notes

356,934

-

Deferred tax liabilities

(617,582)

-

Share-based payment for service

1,442

-

Amortization of beneficial conversion feature relating to issuance of convertible notes

619,025

3,000

Amortization of relative fair value of warrants relating to issuance of convertible notes

-

3,000

Changes in operating assets and liabilities:

Other current assets

1,268,574

(139,114)

Escrow account receivable

-

(369,552)

Prepayments

-

(5,703)

Due from related parties

(385,132)

-

Due from third parties

(1,589,463)

-

Advances from customers

(1,028,785)

1,990

Due to related parties

(5,497,309)

296,611

Income tax payable

2,070,616

1,531

Other current liabilities

607,774

439,422

Lease liabilities

-

(244,104)

Due to third party loans payable

463,271

-

Net Cash Used in Operating Activities from continuing operations

941,931

3,072,559

Net Cash Used in Operating Activities from discontinued operations

-

(700,039)

Net Cash Used in Operating Activities

941,931

2,372,520

Cash Flows from Investing Activities:

Purchases of intangible assets

(5,306)

-

Purchases of property and equipment

(2,603)

-

Final payment of acquisition of a subsidiary

(15,532,750)

-

Payment made on loans to related parties

-

(4,640)

Payment made on loans to third parties

(99,030,244)

(157,087,880)

Collection of loans from third parties

13,463,633

74,999,934

Collection of loans from related parties

44,399,732

3,404,953

Investments in other investing activities

(410,536)

-

Net Cash Used in Investing Activities from continuing operations

(62,213,074)

(83,633)

Net Cash Used in Investing Activities from discontinued operations

-

368,612

Net Cash Used in by Investing Activities

(62,074)

(83,141,021)

Cash Flows from Financing Activities:

Proceeds from third party borrowings

-

1,558,595

Repayments of borrowings to related parties

(1,122)

-

Payments of borrowings to the third parties

(556,397)

-

Proceeds from issuance of common stock under ATM

2,192,989

-

Proceeds from issuance of common stock under private placement transactions

57,877,941

13,500,000

Proceeds from convertible promissory notes

4,000

30,000

Proceeds from exercise of warrants

7,500

36,369,552

Net Cash Used in Financing Activities from continuing operations

62,125,911

81,428,147

Net Cash Used in Financing Activities from discontinued operations

-

(381,554)

Net Cash Used in by Financing Activities

62,911

81,046,593

Effect of exchange rate changes on cash and cash equivalents

736,609

912,189

Net increase(decrease) in cash and cash equivalents

1,591,377

1,190,281

Cash at beginning of period

2,013

1,777,276

Cash at end of period

$

4,390

$

2,967,557

Supplemental Cash Flow Information

Cash paid for interest expense

$

-

$

-

Cash paid for income tax

$

75,416

$

-

Supplemental disclosure of Non-cash investing and financing activities

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

$

-

$

455,635

Issuance of common stocks in connection with private placements,net of issuance

costs with proceeds collected in advance in November 2019

$

-

$

1,600,000

Issuance of common stocks in connection with conversion of convertible notes

$

-

$

30,000

Issuance of common stocks in connection with private placements,net of issuance

costs with proceeds uncollected

$

-

$

5,000

Issuance of common stocks in connection with cashless exercise of 1,502,022 warrants

$

-

$

868,530

Issuance of common stocks in connection with warrant cashless exercise in March 2021

$

1,439,826

$

-

View original content:https://www.prnewswire.com/news-releases/td-holdings-inc-reports-third-quarter-2021-financial-results-301423447.html