UP Fintech Holding Ltd Files 20-F Annual Report

TL;DR

<b>UP Fintech Holding Ltd has submitted its annual 20-F report for the fiscal year ending December 31, 2023.</b>

AI Summary

UP Fintech Holding Ltd (TIGR) filed a Foreign Annual Report (20-F) with the SEC on April 22, 2024. UP Fintech Holding Ltd filed its annual report on Form 20-F for the fiscal year ended December 31, 2023. The filing covers the period from January 1, 2023, to December 31, 2023. The company is incorporated in E9 and its fiscal year ends on December 31. Its primary business address is in Beijing, China. The SIC code for the company is 6211 (SECURITY BROKERS, DEALERS & FLOTATION COMPANIES).

Why It Matters

For investors and stakeholders tracking UP Fintech Holding Ltd, this filing contains several important signals. This filing provides a comprehensive overview of the company's financial performance, operations, and risk factors for the past fiscal year, crucial for investors to assess its current standing and future prospects. As a publicly traded entity, the 20-F filing is a mandatory disclosure that offers transparency into the company's governance, financial health, and strategic direction, impacting investor confidence and market valuation.

Risk Assessment

Risk Level: medium — UP Fintech Holding Ltd shows moderate risk based on this filing. The company operates in the financial services sector, which is subject to significant regulatory oversight and market volatility, as indicated by its SIC code and the nature of its business as a securities broker.

Analyst Insight

Investors should review the detailed financial statements and risk factors within the 20-F filing to understand UP Fintech's performance and potential challenges in the evolving fintech landscape.

Key Numbers

• 2023-12-31 — Fiscal Year End (Conformed Period of Report)
• 2024-04-22 — Filing Date (Filed As Of Date)
• 0000950170-24-046209 — Accession Number (SEC Filing Identifier)
• 001-38833 — SEC File Number (SEC Filing Identifier)

Key Players & Entities

• UP Fintech Holding Ltd (company) — Filer
• TIGR (company) — Ticker Symbol
• 20-F (filing) — Form Type
• 2024-04-22 (date) — Filing Date
• 2023-12-31 (date) — Fiscal Year End
• Beijing (location) — Business Address City
• China (location) — Country of Incorporation
• 6211 (industry_code) — Standard Industrial Classification

FAQ

Industry Context

UP Fintech Holding Ltd operates in the financial services sector, specifically as a fintech company providing online brokerage services.

Regulatory Implications

As a company filing with the SEC, UP Fintech Holding Ltd is subject to U.S. securities regulations, including the requirement to file annual reports on Form 20-F.

What Investors Should Do

1. Review the full 20-F filing for detailed financial statements and management discussion.
2. Analyze the risk factors section for potential challenges and uncertainties.
3. Compare key financial metrics with previous years to identify trends.

Key Dates

• 2023-12-31: Fiscal Year End — End of the reporting period for the annual financial statements.
• 2024-04-22: Filing Date — Date the 20-F report was officially submitted to the SEC.

Year-Over-Year Comparison

This filing represents the annual report for the fiscal year 2023, providing updated financial and operational information compared to previous filings.

Key Financial Figures

• $0.00001 — Class A Ordinary Shares, par value US$0.00001 per shar e TIGR Nasdaq Global Selec
• $ — s. All references to "U.S. dollars," "US$," "U.S. $" and "$" refer to the currenc
• $1 — t were made at a rate of RMB7.0999 to US$1.0000, the exchange rate set forth in th
• $7.8109 — in this report were made at a rate of HK$7.8109 to US$1.00, the exchange rate in effect

Filing Documents

• tigr-20231231.htm (20-F) — 5228KB
• tigr-ex4_2.htm (EX-4.2) — 118KB
• tigr-ex4_3.htm (EX-4.3) — 132KB
• tigr-ex4_4.htm (EX-4.4) — 31KB
• tigr-ex8_1.htm (EX-8.1) — 50KB
• tigr-ex12_1.htm (EX-12.1) — 15KB
• tigr-ex12_2.htm (EX-12.2) — 14KB
• tigr-ex13_1.htm (EX-13.1) — 8KB
• tigr-ex13_2.htm (EX-13.2) — 8KB
• tigr-ex15_1.htm (EX-15.1) — 3KB
• tigr-ex15_2.htm (EX-15.2) — 4KB
• tigr-ex97.htm (EX-97) — 37KB
• img156859083_0.jpg (GRAPHIC) — 82KB
• 0000950170-24-046209.txt (&nbsp;) — 21262KB
• tigr-20231231.xsd (EX-101.SCH) — 2266KB
• tigr-20231231_htm.xml (XML) — 4648KB

or Item 18

Item 17 or Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No Table of Contents TABLE OF CONTENTS Page Presentation of Financial and Certain Other Information 3 CONVENTIONS THAT APPLY TO THIS REPORT 4

Forward-Looking Statements

Forward-Looking Statements 6 PART I Item 1. Identity of Directors, Senior Management and Advisers 8 Item 2. Offer Statistics and Expected Timetable 8 Item 3. Key Information 8 Item 4. Information on the Company 79 Item 5. Operating and Financial Review and Prospects 108 Item 6. Directors, Senior Management and Employees 123 Item 7. Major Shareholders and Related Party Transactions 132 Item 8. Financial Information 133 Item 9. The Offer and Listing 134 Item 10. Additional Information 134 Item 11.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 140 Item 12.

Description of Securities Other than Equity Securities

Description of Securities Other than Equity Securities 142 Part II Item 13. Defaults, Dividend Arrearages and Delinquencies 145 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 145 Item 15.

Controls and Procedures

Controls and Procedures 145 Item 16A. Audit Committee Financial Expert 145 Item 16B. Code of Ethics 146 Item 16C. Principal Accountant Fees and Services 146 Item 16D. Exemptions from the Listing Standards for Audit Committees 146 Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers 147 Item 16F. Change in Registrant's Certifying Accountant 147 Item 16G. Corporate Governance 147 Item 16H. Mine Safety Disclosure 147 Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 147 Item 16J . Insider Trading Policies 147 Item 16K. Cybersecurity 148 Part III 149 Item 18.

Financial Statements

Financial Statements 149 Item 19. Exhibits 149 Index to Consolidated Financial Statements for the Years Ended December 31, 2021, 2022 and 2023 F- 1 2 Table of Contents PRESENTATION OF FINANCIAL AN D CERTAIN OTHER INFORMATION UP Fintech Holding Limited, together with its consolidated subsidiaries (collectively, the "Company" or the "Group"), is a leading integrated financial technology platform providing cross-market, multi-product investment experience for investors around the world. In this annual report on Form 20-F, unless otherwise specified or the context otherwise indicates, all references to "UP Fintech Holding Limited" and the "Company" refer to the business and operations of the Company and its consolidated subsidiaries. This annual report on Form 20-F includes the consolidated financial statements of the Company for the years ended December 31, 2021, 2022 and 2023 (the "Consolidated Financial Statements") prepared in accordance with United States Generally Accepted Accounting Principles ("U.S. GAAP") as issued by the Financial Accounting Standards Board. The financial statements are presented in U.S. dollars. All references to "U.S. dollars," "US$," "U.S. $" and "$" refer to the currency of the United States of America. The language of this annual report on Form 20-F is English. Certain legislative references and technical terms have been cited in their original language so that the correct technical meaning may be ascribed to them under applicable law. 3 Table of Contents CONVENTIONS THAT A PPLY TO THIS REPORT Except where the context otherwise requires and for the purposes of this Annual Report on Form 20-F only, the following is a glossary of certain terms used throughout this report: "China" or the "PRC" means the People's Republic of China, excluding, for the purposes of this report only, Hong Kong, Macau and Taiwan. "Chinese investors" refer to the Chinese speaking population around the globe. "conversion rate"

. Identity of Directors, Senior Management and Advisers

Item 1 . Identity of Directors, Senior Management and Advisers Not applicable.

. Offer Statistics and Expected Timetable

Item 2 . Offer Statistics and Expected Timetable Not applicable.

Key Info rmation

Item 3. Key Info rmation UP Fintech is not a Chinese operating company but a Cayman Islands holding company with no material operations of its own, whose operations are conducted by its subsidiaries and through contractual arrangements with VIEs based in China. This structure involves unique risks to investors. We conduct our operations primarily through our Singapore subsidiaries, New Zealand subsidiaries, U.S. subsidiaries, Hong Kong subsidiaries and the VIEs and their respective subsidiaries in China. The VIE structure is used to replicate foreign investment in Chinese-based companies where Chinese law prohibits direct foreign investment in the operating companies, and contractual arrangements with the VIEs may not be as effective as ownership in providing operational control. Chinese regulatory authorities could disallow this structure, which would likely result in a material change in our operations and/or value of our American Depositary Shares, or "ADSs," including that it could cause the value of such securities to significantly decline or become worthless. There is no assurance that the PRC government will not intervene or impose restrictions on the company's ability to transfer cash to or from the holding company, the subsidiaries, the VIEs and investors. For more information about our operations, refer to "Item 3. Key Information – Certain Summary Financial Information Regarding the Company, Its Subsidiaries, and Consolidated VIEs." Additionally, VIE agreements have not been tested in a court of law. For more information regarding these and other risks, refer to "Item 3. Key Information – Certain Risks Related to Our Chinese Operations and Operating Structure." A diagram of our corporate structure, as of the date of this annual report, reflecting our significant subsidiaries, the consolidated VIEs, and subsidiaries of the VIEs, is set forth below. 8 Table of Contents On December 2, 2021, the Securities and Exchange Commission, or SEC, adopted fi

View Full Filing

View this 20-F filing on SEC EDGAR