老虎证券2023年度报告

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549FORM 20-F OR Commission file number 001-38833 UP FINTECH HOLDING LIMITED Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Table of Contents If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant toSection 13 or 15(d) of the Securities Exchange Act of 1934.☐Yes☒No Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file suchreports), and (2) has been subject to such filing requirements for the past 90 days.☒Yes☐No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period thatthe registrant was required to submit such files). ☒Yes☐No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” inRule 12b-2 of the Exchange Act. ☐Accelerated filer☐Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark ifthe registrant has elected not to use the extended transition period for complying with any new or revised financial accountingstandards† provided pursuant to Section 13(a) of the Exchange Act.☐ †The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting StandardsBoard to its Accounting Standards Codification after April 5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b))by the registered public accounting firm that prepared or issued its audit report.☒If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: International Financial ReportingStandards as issuedby the International AccountingStandards Board☐ U.S. GAAP☒ If “Other” has been checked in response to the previous question indicate by check mark which financial statement item theregistrant has elected to follow.◻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 theExchange Act).☐Yes☒No TABLE OF CONTENTS PagePresentation of Financial and Certain Other Information3CONVENTIONS THAT APPLY TO THIS REPORT4Forward-Looking Statements6PART IItem 1.Identity of Directors, Senior Management and Advisers8Item 2.Offer Statistics and Expected Timetable8Item 3.Key Information8Item 4.Information on the Company79Item 5.Operating and Financial Review and Prospects108Item 6.Directors, Senior Management and Employees123Item 7.Major Shareholders and Related Party Transactions132Item 8.Financial Information133Item 9.The Offer and Listing134Item 10.Additional Information134Item 11.Quantitative and Qualitative Disclosures About Market Risk140Item 12.Description of Securities Other than Equity Securities142Part IIItem 13.Defaults, Dividend Arrearages and Delinquencies145Item 14.Material Modifications to the Rights of Security Holders and Use of Proceeds145Item 15.Controls and Procedures145Item16A.Audit Committee Financial Expert145Item16B.Code of Ethics146Item16C.Principal Accountant Fees and Services146Item16D.Exemptions from the Listing Standards for Audit Committees146Item16E.Purchases of Equity Securities by the Issuer and Affiliated Purchasers147Item 16F.Change in Registrant’s Certifying Accountant147Item16G.Corporate Governance147Item16H.Mine Safety Disclosure147Item 16I.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections147Item 16J.Insider Trading Policies147Item16K.Cybersecurity148Part III149Item 18.Financial Statements149Item 19.Exhibits149 Table of ContentsPRESENTATION OF FINANCIAL AND CERTAIN OTHER INFORMATION UP Fintech Holding Limited, t