Opinion on the Financial Statements We have audited the accompanying consolidated
balance sheets of AGM Group Holdings Inc. (“the Company”), as of December 31, 2025 and 2024, and the related consolidated
statements of operations and comprehensive income/(loss), changes in shareholders’ equity and cash flows for each of the three
years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company
as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended
December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
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