BEIJING,Dec. 17,2024 -- TDH Holdings,Inc. (NASDAQ: PETZ) ("TDH" or the "Company"),a PRC-based company that is an owner,operator and manager of commercial real estate properties,announced today its financial results for the six months ended June 30,2024.

First Half 2024 Unaudited Financial Highlights:

For the Six Months Ended June 30

($ millions,except per share data)

2024

2023

% Change

Revenues from continuing operations

$

0.10

$

-

13,399.98

%

Gross profit

$

0.04

$

-

16,235.34

%

Gross profit (loss) margin

35.26

%

-29.50

%

64.76 pp

*

Loss from operations

$

(1.08)

$

(0.66)

-63.39

%

Operating loss margin

-1,047.13

%

-86,518.44

%

85,471.31

pp

*

Net income attributable to common stockholders

$

1.32

$

0.06

1,941.12

%

Earnings per share - basic and diluted

$

0.13

$

0.01

1,941.12

%

*

pp: percentage points

Revenues from continuing operations increased by 13,399.98% to $0.10 million for the first half of 2024. We discontinued our restaurant business in the second quarter of 2024 and began to focus on growing our commercial real estate business line. The main reason for discontinuing our restaurant business was due to the recurring loss from our restaurant business since 2023. We believe that discontinuing our restaurant business will provide us with the opportunity to shift our focus and resources toward expanding and improving our newly added commercial real estate business.

Gross profit was $ 0.04 million for the first half of 2024,compared to gross loss of $226 for the same period of the prior year.

Operating loss was $1.08 million for the first half of 2024,compared to operating loss of $0.66 million for the same period of the prior year. The increase in operating loss was primarily due to the disposal of the Company's restaurant business line in the second quarter of 2024,as the Company has begun to focus on its commercial real estate business and efforts to control operating costs going forward.

Net income was $1.32 million,or earnings per share of $0.13,for the first half of 2024,compared to net income of $0.06 million,or income per share of $0.01,for the same period of the prior year.

First Half 2024 Financial Results

Revenues from continuing operations

In June 2024,we discontinued our restaurant business and started to focus on owing,operating and managing commercial real estate properties going forward. Since the commercial real estate business is a newly added business line,revenue from our continuing business only amounted to $0.1 million for the six months ended June 30,2024. because only two months of revenue was reported. We expect our revenue from the commercial real estate business will continue to grow in the near future.

Cost of revenues from continuing operations

In line with our newly added commercial real estate rental business,we reported cost of revenues from continuing operations of $0.07 million. As a percentage of revenues,cost of revenues was 64.74% for the first half of 2024,compared to 129.50% for the same period of the prior year.

Gross profit (loss) and gross profit (loss) margin from continuing operations

Gross profit from continuing operations was $0.04 million for the first half of 2024,compared to gross loss of $226 for the same period of the prior year. The increase in gross profit was due to increased sales volume of our commercial real estate business. Gross profit margin was 35.26% for the six months ended June 30,2024,as compared to 29.50% for the six months ended June 30,2023,which was due to higher gross profit margin for our commercial real estate business.

Operating expense from continuing operations

Operating expense consists of selling expense and general and administrative expense.

General and administrative expense increase by $0.09 million,or 14.53%,to $0.76 million for the first half of 2024 from $0.66 million for the same period of the prior year.

In connection with our commencement of the commercial real estate business,we recognized $0.36 million of goodwill as of the commencement date. However,as a result of our commercial real estate business losses in the first half 2024,goodwill of $0.36 million has been fully impaired for the six months ended June 30,2024.

As a result,total operating expenses increased by $0.46 million,or 68.95%,to $1.12 million for the first half of 2024 from $0.66 million for the same period of the prior year.

Operating loss from continuing operations

Loss from operations was $1.08 million for the first half of 2024,compared to $0.66 million for the same period of the prior year. The increase in continuing operating loss was mainly due to increased general and administrative expense and the recognition of impairment losses on goodwill in the first half of 2024.

Other income,net

Total net other income increased by approximately $1.84 million or 205.88%,from $0.89 million in the six months ended June 30,to $2.74 million in the six months ended June 30,which is primarily attributable to an increase in investment income. We invested our available cash on hand in equity securities of certain publicly listed companies through various open market transactions. Our investments in marketable securities are accounted for pursuant to ASC 321 and reported at their readily determinable fair value as quoted by market exchanges in the consolidated balance sheets with change in fair value recognized in earnings. During the first half of 2024,the investments generated a total of $2.76 million net returns as compared to $0.92 million for the same period of 2023.

Loss from discontinued operations

We disposed of our restaurant business in June 2024 and started our new commercial real estate business line. For the six months ended June 30,total revenues from our restaurant business decreased by approximately $0.3 million,or 18.04%,to $1.27 million from $1.55 million as compared with the same period of the prior year. Our cost of revenues,decreased by approximately $0.2 million or 16.8%,to $0.89 million for the six months ended June 30,as compared to $1.07 million for the six months ended June 30,2023. Although we disposed of our restaurant business in first half of 2024,our operating expenses and other overhead costs associated with our restaurant business were still high. As a result of the above,we reported loss from discontinued operations of our restaurant business of $444,750 and $220,958 for the six months ended June 30,2024 and 2023,respectively.

Net income attributable to the Company and earnings per share

As a result of the above,net income attributable to the Company was $1.32 million,or earnings per share of $0.01,for the same period of the prior year.

Financial Conditions

As of June 30,based on the results of the continuing operations,the Company had cash and cash equivalents of $12.91 million,compared to $13.13 million at December 31,2023. Accounts receivable and inventories were $0.02 million and $0 million,respectively,as of June 30,compared to $0 million and $0 million,at December 31,2023. We also had short-term investments of approximately $12.49 million and $13.32 million as of June 30,and December 31,which are highly liquid and can be converted into cash and used in our operations if needed.

Net cash used in operating activities was $2.34 million for the first half of 2024,compared to net cash used in operating activities of $2.35 million for the same period of the prior year.

Net cash provided by investing activities was $1.38 million for the first half of 2024,compared to net cash used in investing activities of $2.15 million for the same period of the prior year.

There was no cash provided by or used in our financing activities during the six months ended June 30,and 2023,respectively.

Notice

Rounding amounts and percentages: Certain amounts and percentages included in this press release have been rounded for ease of presentation. Percentage figures included in this press release have not in all cases been calculated on the basis of such rounded figures,but on the basis of such amounts prior to rounding. For this reason,certain percentage amounts in this press release may vary from those obtained by performing the same calculations using the figures in the financial statements. In addition,certain other amounts that appear in this press release may not sum due to rounding.

About TDH Holdings,Inc.

Founded in April 2002,TDH Holdings,Inc. (the "Company") (NASDAQ: PETZ),operator and manager of commercial real estate properties. More information about the Company can be found at www.tiandihui.com.

Safe Harbor Statement

This press release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans,objectives,goals,strategies,future events or performance,and underlying assumptions and other statements that are other than statements of historical facts. When the Company uses words such as "may","will","intend","should","believe","expect","anticipate","project","estimate" or similar expressions that do not relate solely to historical matters,it is making forward-looking statements. Specifically,the Company's statements regarding,among others,its growth and business outlook,the excepted revenue growth from the Company's commercial real estate business and the Company's ability to execute on its business plan,are forward-looking statements. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause the actual results to differ materially from the Company's expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risks including,but not limited to,the following: the Company's goals and strategies; the Company's future business development; general risks affecting the commercial real estate industry (including,without limitation,the inability to enter into or renew leases on favorable terms,changes in client preferences and space utilization,dependence on clients' financial condition,and competition from other developers,owners and operators of real estate); changes in technology; economic conditions;,reputation and brand; the impact of competition and pricing; government regulations; fluctuations in general economic and business conditions in China and the United States and assumptions underlying or related to any of the foregoing and other risks contained in reports filed by the Company with the Securities and Exchange Commission. For these reasons,investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed in the Company's filings with the U.S. Securities and Exchange Commission,which are available for review at www.sec.gov. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.

For more information,please contact:

Feng Zhang,CFO

Email: zhangfeng@tdhpet.com

Phone: +86 183-1102-1983

Index to Unaudited Condensed Consolidated Interim Financial Statements

Page

Condensed Consolidated Balance Sheets as of June 30,2024 (Unaudited) and December 31,2023

5

Condensed Consolidated Statements of Operations and Comprehensive Income For The Six Months Ended June 30,2024 and 2023 (Unaudited)

6

Condensed Consolidated Statements of Cash Flows For The Six Months Ended June 30,2024 and 2023 (Unaudited)

7

TDH HOLDINGS,INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

June 30,

December31,

2024

2023

(Unaudited)

ASSETS

CURRENT ASSETS:

Cash and cash equivalents

$

12,909,065

13,126,605

Short-term investments

12,487,322

13,317,882

Accounts receivable,net

22,350

-

Advances to suppliers,net

33,931

-

Prepayments and other current assets,net

187,091

63,074

Current assets held for sale associated with discontinued operation of Farlings and

Bolings

-

713,715

Total current assets

25,639,759

27,221,277

NON-CURRENT ASSETS:

Property,plant and equipment,net

2,307,260

657,124

Operating lease right-of-use assets

2,683,008

-

Non-current assets held for sale associated with discontinued operation of Farlings

and Bolings

-

1,022,996

Total non-current assets

4,990,268

1,680,120

Total assets

$

30,630,027

28,901,397

LIABILITIES AND SHAREHOLDERS'S EQUITY

CURRENT LIABILITIES:

Accounts payable

$

195,463

65,982

Advances from customers

152,590

295

Bank overdrafts

75,070

77,486

Short-term loans - related parties

268,759

277,408

Taxes payable

12,817

9,290

Due to related parties

133,397

1,963,794

Operating lease liabilities,current

529,346

-

Other current liabilities

1,013,975

166,025

Current Liabilities held for sale associated with discontinued operation of Farlings

and Bolings

-

828,764

Total current liabilities

2,381,417

3,389,044

NON-CURRENT LIABILITIES:

Operating lease liabilities,non-current

2,152,142

-

Non-current liabilities held for sale associated with discontinued operation of

Farlings and Bolings

-

463,196

Total liabilities

4,533,559

3,852,240

SHAREHOLDERS' EQUITY:

Common stock ($0.02 par value; 50,000,000 shares authorized; 10,323,268 shares

issued and outstanding at June 30,2024 and December 31,2023)*

206,465

206,465

Additional paid-in capital

51,129,439

51,439

Accumulated deficit

(25,303,438)

(26,622,000)

Accumulated other comprehensive loss

(83,572)

(95,066)

Total TDH Holdings,Inc. shareholders' equity

25,948,894

24,618,838

Non-controlling interest

147,574

430,319

Total shareholders' equity

26,096,468

25,049,157

Total liabilities and shareholders' equity

$

30,397

TDH HOLDINGS,INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(Unaudited)

For The

Six Months

Ended

June30,

2024

For The

Six Months

Ended

June 30,

2023

Net revenue

$

103,410

$

766

Cost of revenue

66,944

992

Gross profit (loss)

36,466

(226)

Operating expenses:

General and administrative expense

758,763

662,505

Impairment of goodwill

360,541

-

Total operating expenses

1,119,304

662,505

Loss from operations

(1,082,839)

(662,731)

Interest expense

(22,421)

(19,443)

Other income (loss)

2,957

(3,080)

Change in fair value of short-term investments

2,756,268

917,411

Other expenses

-

(148)

Total other income

2,736,804

894,740

Loss before income tax provision

1,653,965

232,009

Net income from continuing operations

1,009

Net loss from discontinued operations of Tiandihui

-

(15,552)

Net loss from discontinued operations of Bo Lings and Far Lings

(444,750)

(220,958)

Net income (loss)

1,209,215

(4,501)

Less: Net loss attributable to non-controlling interest

(109,347)

(69,101)

Net Income attributable to TDH Holdings,Inc.

1,318,562

64,600

Comprehensive income (loss)

Net income

$

1,562

$

64,600

Other comprehensive income

Foreign currency translation adjustment

11,494

1,137,181

Total comprehensive income

$

1,330,056

$

1,201,781

Less: Comprehensive loss attributable to non-controlling interest

(282,745)

-

Comprehensive income attributable to TDH Holdings,Inc.

$

1,612,801

$

1,781

Earnings per common share attributable to TDH Holdings,Inc.

Basic

$

0.13

$

0.01

Diluted

$

0.13

$

0.01

Weighted average common shares outstanding*

Basic

10,268

10,268

Diluted

10,268

TDH HOLDINGS,INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

For The

Six Months

Ended

For The

SixMonths

Ended

June 30,

2024

June 30,

2023

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income

$

1,600

Less: net loss from discontinued operations

(444,750)

(236,510)

Net income from continuing operations

1,763,312

301,110

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating

activities:

Depreciation and amortization expense

50,370

(102,657)

Fair value change of short-term investments

(2,268)

(917,411)

Loss on disposal of subsidiaries

(441,600)

-

Impairment of goodwill

360,541

-

Inventory write-down

-

(930)

Allowance for doubtful accounts

106,258

-

Loss (gain) on disposal of property,plant and equipment

59,009

20,382

Amortization of operating lease right-of-use assets

(343,425)

-

Changes in operating assets and liabilities:

Accounts receivable,net

(113,883)

(13,048)

Inventories,net

8,370

988

Operating lease liabilities

2,772,202

(335)

Advances to suppliers,net

(34,035)

34,468

Prepayments and other current assets,net

(2,346,929)

(45,895)

Accounts payable

139,762

66,367

Accounts payable - related parties

-

(25,891)

Interest payable

14,284

(48,606)

Taxes payable

-

(2,354)

Advances from customers

153,312

2,214

Advances from customer - related party

-

(14,927)

Other current liabilities

(1,539,428)

(1,715,737)

Net cashused in operating activities from continuing operations

(2,148,149)

(2,462,261)

Net cash provided by (used in) operating activities from discontinued operations

(192,351)

114,732

NET CASH USED IN OPERATING ACTIVITIES

$

(2,340,500)

$

(2,347,529)

CASH FLOWS FROM INVESTING ACTIVITIES:

Payments to acquire property,plant and equipment

(1,760,454)

-

Disposal of subsidiaries

578,400

-

Purchase of short-term investments

(21,403,449)

(10,393,892)

Proceeds from sale of short-term investments

23,966,975

8,242,433

Net cash provided by (used in) investing activities from continuing operations

1,473

(2,151,459)

Net cash provided by investing activities from discontinued operations

-

-

NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES

$

1,473

$

(2,459)

Effects on changes in foreign exchange rate

206,710

538,762

Net change in cash,cash equivalents,and restricted cash

(752,317)

(3,960,226)

Cash,and restricted cash - beginning of the period

13,661,382

23,146,176

Cash,and restricted cash - end of the period

$

12,065

$

19,185,950

Less: cash and restricted cash of discontinued operations at the end of the period

-

1,665,285

Cash and restricted cash of continued operations at the end of the period

12,065

17,520,665

Supplemental cash flow information

Interest paid

$

-

$

-

Supplemental non-cash investing and financing activities

Cashless exercise of warrants

-

-

Reconciliation of cash,and restricted cash to the consolidated

balance sheets

Cash and cash equivalents

$

12,065

$

17,665

Restricted cash

$

-

$

1,285

Total cash,and restricted cash

$

12,950