As filed with the Securities and Exchange Commission on December 23, 2021

Registration No. 333-      

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM F-3

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

 

GUARDFORCE AI CO., LIMITED

(Exact name of registrant as specified in its charter)

 

Not Applicable

(Translation of registrant’s name into English)

 

Cayman Islands   Not Applicable
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification Number)

 

10 Anson Road, #28-01 International Plaza, Singapore 079903
Tel: +66 (0) 2973 6011

(Address and telephone number of registrant’s principal executive offices)

 

Cogency Global Inc.

122 East 42nd Street, 18th Floor

New York, N.Y. 10168

(800) 221-0102

(Name, address, and telephone number of agent for service)

 

Copies to:
 

Louis A. Bevilacqua, Esq.

Bevilacqua PLLC

1050 Connecticut Avenue, NW, Suite 500

Washington, DC 20036

202-869-0888

 

Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.

 

If only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

 

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

 

Emerging growth company      ☒  

 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

 

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

 

 

 

 

CALCULATION OF REGISTRATION FEE

 

Title of each class of securities to be registered  

Amount to
be Registered (1)

    Proposed Maximum
Aggregate Price Per Unit (2)
    Proposed Maximum
Aggregate Offering
Price (1)(2)
    Amount of
Registration
Fee (3)
 
Ordinary Shares, par value $0.003 per share                                                               
Debt Securities                                
Warrants                                
Rights                                
Units                                
Total                   $ 150,000,000     $ 13,905  

 

(1)

There are being registered hereunder such indeterminate (a) number of ordinary shares, (b) principal amount of debt securities, (c) number of warrants to purchase ordinary shares or debt securities; (d) number of rights to purchase ordinary shares, debt securities or other securities, and (e) number of units, as shall have an aggregate initial offering price not to exceed $150,000,000. If any debt securities are issued at an original issue discount, then the offering price of such debt securities shall be in such greater principal amount as shall result in an aggregate initial offering price not to exceed $150,000,000. Any securities registered hereunder may be sold separately or as units with other securities registered hereunder. The securities registered also include such indeterminate number of ordinary shares and debt securities as may be issued upon conversion, exercise or exchange of convertible, exercisable or exchangeable securities being registered hereunder or pursuant to the antidilution provisions of any such securities. In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended, or the Securities Act, the securities being registered hereunder include such indeterminate number of securities as may be issuable with respect to the securities being registered hereunder as a result of stock splits, stock dividends or similar transactions.

 

(2)

The proposed maximum aggregate offering price for each class of securities will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder and is not specified as to each class of securities pursuant to General Instruction II.C. of Form F-3 under the Securities Act.

 

(3) Estimated solely for the purposes of calculating the registration fee pursuant to Rule 457(o) of Regulation C under the Securities Act.  

 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.  

 

 

 

 

 

 

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

 

SUBJECT TO COMPLETION, DATED DECEMBER 23, 2021

PROSPECTUS

 

GUARDFORCE AI CO., LIMITED

 

$150,000,000

Ordinary Shares

Debt Securities

Warrants

Rights

Units

 

We may offer, issue and sell from time to time our ordinary shares, par value $0.003 per share (“Ordinary Shares”), debt securities, warrants, rights or units up to $150,000,000 or its equivalent in any other currency, currency units, or composite currency or currencies in one or more issuances. We may sell any combination of these securities in one or more offerings.

 

This prospectus describes some of the general terms that may apply to these securities and the general manner in which they may be offered. The specific terms of any securities to be offered, and the specific manner in which they may be offered, will be described in a supplement to this prospectus or incorporated into this prospectus by reference. You should read this prospectus and any supplement carefully before you invest. Each prospectus supplement will indicate if the securities offered thereby will be listed or quoted on a securities exchange or quotation system.

 

The information contained or incorporated in this prospectus or in any prospectus supplement is accurate only as of the date of this prospectus, or such prospectus supplement, as applicable, regardless of the time of delivery of this prospectus or any sale of our securities.

 

Our Ordinary Shares are listed on the Nasdaq Capital Market under the symbol “GFAI” and our warrants are listed on the Nasdaq Capital Market under the symbol “GFAIW”. On December 22, 2021, the closing sale price of our Ordinary Shares and warrants, as reported on the Nasdaq Capital Market, was $1.16 and $0.51, respectively.

 

We will provide the specific terms of the securities, and the manner in which they will be offered, in one or more supplements to this prospectus. Any supplement may also add, update or change information contained, or incorporated by reference, in this prospectus. You should read carefully both this prospectus and the applicable prospectus supplement, together with the additional information described under the headings “Where You Can Find More Information” and “Incorporation of Certain Information by Reference,” before you invest in our securities. The amount and price of the offered securities will be determined at the time of the offering.

 

The securities may be offered and sold in the same offering or in separate offerings, to or through underwriting syndicates managed or co-managed by one or more underwriters, through agents, or directly to purchasers. The names of any underwriters, dealers or agents involved in the sale of our securities, their compensation and any option to purchase additional securities held by them will be described in the applicable prospectus supplement. For general information about the distribution of securities offered, please see “Plan of Distribution” in this prospectus. 

 

Investing in our securities involves risks. You should carefully consider the risk factors beginning on page 6 of this prospectus, in any accompanying prospectus supplement and in any related free writing prospectus, and in the documents incorporated by reference into this prospectus, any accompanying prospectus supplement and any related free writing prospectus before making any decision to invest in our securities.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

  

The date of this prospectus is     , 2021

 

 

 

 

TABLE OF CONTENTS

 

     
ABOUT THIS PROSPECTUS   1
RISK FACTORS   6
FORWARD-LOOKING STATEMENTS   9
USE OF PROCEEDS   10
CAPITALIZATION AND INDEBTEDNESS   10
DESCRIPTION OF SHARE CAPITAL   11
DESCRIPTION OF DEBT SECURITIES   15
DESCRIPTION OF WARRANTS   24
DESCRIPTION OF RIGHTS   25
DESCRIPTION OF UNITS   26
TAXATION   27
PLAN OF DISTRIBUTION   28
EXPENSES OF ISSUANCE AND DISTRIBUTION   30
LEGAL MATTERS   31
EXPERTS   31
INDEMNIFICATION   31
ENFORCEMENT OF CIVIL LIABILITIES   32
MATERIAL CHANGES   32
FINANCIAL STATEMENTS   F-1
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE   33
WHERE YOU CAN FIND MORE INFORMATION   33

 

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ABOUT THIS PROSPECTUS

 

This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or the SEC, using a “shelf” registration process. Under this shelf registration process, we may sell our securities described in this prospectus in one or more offerings up to a total dollar amount of $150,000,000 (or its equivalent in foreign or composite currencies).

 

This prospectus provides you with a general description of the securities that may be offered. Each time we offer our securities, we will provide you with a supplement to this prospectus that will describe the specific amounts, prices and terms of the securities we offer. The prospectus supplement may also add, update or change information contained in this prospectus. This prospectus, together with applicable prospectus supplements and the documents incorporated by reference in this prospectus and any prospectus supplements, includes all material information relating to this offering. Please read carefully both this prospectus and any prospectus supplement together with additional information described below under “Where You Can Find More Information.”

 

You should rely only on the information contained in or incorporated by reference in this prospectus and any applicable prospectus supplement. We have not authorized anyone to provide you with different or additional information. If anyone provides you with different or inconsistent information, you should not rely on it. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of securities described in this prospectus. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

 

You should not assume that the information contained in this prospectus and the accompanying prospectus supplement is accurate on any date subsequent to the date set forth on the front of the document or that any information that we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference. Our business, financial condition, results of operations and prospects may have changed since those dates.

 

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PROSPECTUS SUMMARY

 

This summary highlights selected information that is presented in greater detail elsewhere, or incorporated by reference, in this prospectus. It does not contain all of the information that may be important to you and your investment decision. Before investing in our securities, you should carefully read this entire prospectus, including the matters set forth under the section of this prospectus captioned “Risk Factors” and the financial statements and related notes and other information that we incorporate by reference herein, including, but not limited to, our Annual Report on Form 20-F and our other periodic reports. Unless the context otherwise requires, the terms “we,” “our,” “us,” “our company,” and the “Company” in this prospectus each refer to Guardforce AI Co., Limited and its consolidated subsidiaries.

 

Company Overview

 

The information contained in or incorporated by reference into this prospectus summarizes certain information about our company. It may not contain all of the information that is important to you. To understand this offering fully, you should read carefully the entire prospectus and the other information incorporated by reference into this prospectus.

  

We are a market leader with almost 40 years of experience in the cash logistics business in Thailand and our services include cash-in-transit, dedicated vehicles to banks, ATM management, cash center operations, cash processing, coin processing, cheque center, and cash deposit machine solutions (cash deposit management and express cash service). Our customers include local commercial banks, chain retailers, coin manufacturing mints, and government authorities. Our five major customers are Government Savings Bank, Bank of Ayudhya, TMB Bank, Thanachart Bank and CP All Public Company. A few global customers also retain our services under temporary contract. As of the date of this prospectus, we employed 1,805 staff, including 30 staff located in Hong Kong office and 1,775 staff located in Thailand’s office and 21 branches of GF Cash (CIT) and had 478 vehicles.

 

We were founded in 2018 to acquire our operating subsidiary GF Cash (CIT). The principal executive office of our Company has been changed to Singapore from Bangkok, Thailand since November 2021.

 

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Our operating subsidiary, GF Cash (CIT), was founded in 1982 (the Company was formerly named Securicor (Thailand) Limited) and was renamed G4S Cash Service (Thailand) Limited in 2005. The Company was renamed again as Guardforce Cash Solution (Thailand) Limited in 2016 and the name was further changed to Guardforce Cash Solution Security (Thailand) Company Limited in 2018. The principal office of GF Cash (CIT) is located in Bangkok, Thailand.

 

Substantially all of our revenues are derived from GF Cash (CIT)’s secure logistic business and gross revenue for the years ended December 31, 2020 and 2019 was approximately $37.65 million and $38.57 million, respectively.

 

In 2020, in addition to our secure cash logistics business, we began to develop other non-cash related solutions and services. In view of the pace of global robotics development and in response to the more automated requirements, driven in part by the COVID-19 pandemic, we have begun to rollout robotic solutions for our customers in Thailand and the rest of the Asia Pacific region. As of December 31, 2020, we had generated approximately $0.2 million in revenue from our robotic solutions business.

 

In March 2021, we acquired, majority owned subsidiary, Handshake Networking Limited (“Handshake”), has been providing professional penetration testing and forensics analysis in Hong Kong and the Asia Pacific region since 2004. Our acquisition of a majority stake in this business has provided us with the experience, expertise and creditability to capitalize on the growing cybersecurity market.

 

Corporate Information

 

Our corporate address is 10 Anson Road, #28-01 International Plaza, Singapore 079903. Our company email address is info@guardforceai.com.

 

Our agent for service of process in the United States is Cogency Global Inc., located at 122 East 42nd Street, 18th Floor, New York, NY 10168.

 

Our website can be found at https://www.guardforceai.com. The information contained on our website is not a part of this prospectus, nor is such content incorporated by reference herein, and should not be relied upon in determining whether to make an investment in our Securities.

 

Recent Development

 

Enter Into Transfer Agreements

 

On November 1, 2021, the Company entered into a Transfer Agreement (the “Singapore Agreement”) to acquire 100% of the equity interests in Guardforce AI Singapore Pte. Ltd., a company incorporated in Singapore (“Guardforce AI Singapore”). Pursuant to the Agreement, Guardforce AI Singapore became a wholly owned subsidiary of the Company.

 

On November 18, 2021, the Company entered into a Transfer Agreement (the “Macau Agreement”) to acquire 100% of the equity interests in Macau GF Robotics Limited, a company incorporated in Macau (“Macau GF”). Pursuant to the Macau Agreement and upon the closing of the acquisition, Macau GF will become a wholly owned subsidiary of the Company.

 

On the same day, the Company entered into another Transfer Agreement (the “Malaysia Agreement”) to acquire 100% of the equity interests in GF Robotics Malaysia Sdn. Bhd., a company incorporated in Malaysia (“Malaysia GF”). Pursuant to the Malaysia Agreement and upon the closing of the acquisition, Malaysia GF will become a wholly owned subsidiary of the Company.

 

Changes in Company’s Certifying Accountant

 

Previous Independent Registered Public Accounting Firm

 

On October 25, 2021, the Company dismissed its independent registered public accounting firm, Wei, Wei & Co., LLP (“Wei, Wei & Co.”), effective immediately.

 

The audit reports of Wei, Wei & Co. on the Company’s financial statements as of and for the fiscal years ended December 31, 2020 and 2019 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.

 

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The decision to change the independent registered public accounting firm was recommended and approved by the Audit Committee and Board of Directors of the Company.

 

During the Company’s two most recent fiscal years ended December 31, 2020 and 2019, and for the subsequent interim period through October 25, 2021, the Company had no “disagreements” (as described in Item 304(a)(1)(iv) of Regulation S-K) with Wei, Wei & Co. on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Wei, Wei & Co., would have caused it to make reference in connection with its opinion to the subject matter of the disagreements.

 

During the Company’s two most recent fiscal years ended December 31, 2020 and 2019, and for the subsequent interim period through October 25, 2021, there was no “reportable event,” as that term is defined in Item 304(a)(1)(v) of Regulation S-K and the instructions related thereto.

 

New Independent Registered Public Accounting Firm

 

On October 19, 2021, the Audit Committee and the Board of Directors of the Company appointed PKF Littlejohn LLP (“PKF”) as its new independent registered public accounting firm to audit and review the Company’s financial statements.

 

During the Company’s two most recent fiscal years ended December 31, 2020 and 2019, and for the subsequent interim period through the date hereof prior to the engagement of PKF, neither the Company nor anyone on its behalf consulted PKF regarding (i) the application of accounting principles to a specified transaction, either completed or proposed; or on the type of audit opinion that might be rendered on the consolidated financial statements of the Company, and neither a written report nor oral advice was provided to the Company that PKF concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement as defined in Item 304(a)(1)(iv) of Regulation S-K or a reportable event as described in Item 304(a)(1)(v) of Regulation S-K.

 

Risk factors summary

 

There are a number of risks that you should consider and understand before making an investment decision regarding securities that we are offering. You should carefully consider all of the information set forth in this prospectus and, in particular, should evaluate the specific factors set forth or incorporated by reference in the section titled “Risk Factors” and before deciding whether to invest in our securities. These risks include, but are not limited to:

 

Risks Related to Our Business and Industry

 

Risks and uncertainties related to our business and industry include, but are not limited to, the following:

 

The effect of the coronavirus, or the perception of its effects, on our operations and the operations of our customers and suppliers could have a material adverse effect on our business, financial condition, results of operations and cash flows;

 

Our negative operating profits may raise substantial doubt regarding our ability to continue as a going concern;

 

We operate in highly competitive industries;

 

We currently report our financial results under IFRS;

 

We have substantial customer concentration, with a limited number of customers accounting for a substantial portion of our recent revenues;

 

Changes to legislation in Thailand may negatively affect our business;

 

4

 

 

Unexpected increases in minimum wages in Thailand would reduce our net profits;

 

Increases in fuel cost would negatively impact our cost of operations;

 

We might not have sufficient cash to fully execute our growth strategy;

 

We might not have sufficient cash to repay a related party loan obligation;

 

Our business success depends on retaining our leadership team and attracting and retaining qualified personnel;

 

In the future we may not be able to use the Guardforce trademark, which could have a negative impact on our business;

 

We may be subject to service quality or liability claims, which may cause us to incur litigation expenses and to devote significant management time to defending such claims, and if such claims are determined adversely to us we may be required to pay significant damage awards;

 

Decreasing use of cash could have a negative impact on our business;

 

Implementation of our robotics solution has required, and may continue to require, significant capital and other expenditures, which we may not recoup;

 

We may fail to successfully integrate our acquisition of Handshake Networking Ltd. and may fail to realize the anticipated benefits;

 

We may not be able to obtain the necessary funding for our future capital or refinancing needs;

 

Any compromise of the cybersecurity of our platform could materially and adversely affect our business, operations and reputation; and

 

Our transfer pricing decisions may result in uncertain tax exposures for our group.

 

Risks Relating to Our Corporate Structure

 

Risks and uncertainties related to our corporate structure include, but are not limited to, the following:

 

We rely upon structural arrangements to establish control over certain entities and government authorities may determine that these arrangements do not comply with existing laws and regulations.

 

Risks Relating to Doing Business in Thailand

 

Risks and uncertainties related to doing business in Thailand include, but are not limited to, the following:

 

A severe or prolonged downturn in the global economy or the markets that we primarily operate in could materially and adversely affect our revenues and results of operations;

 

We are vulnerable to foreign currency exchange risk exposure; and

 

The ability of our subsidiaries to distribute dividends to us may be subject to restrictions under the laws of their respective jurisdictions.

 

Risks Related to Our Securities

 

Risks and uncertainties related to our securities include, but are not limited to, the following:

 

You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions against us or our management named in the prospectus based on foreign laws;

 

We are a foreign private issuer within the meaning of the rules under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and as such we are exempt from certain provisions applicable to U.S. domestic public companies;

 

As a foreign private issuer, we are permitted to rely on exemptions from certain Nasdaq corporate governance standards applicable to domestic U.S. issuers. This may afford less protection to holders of our shares; and

 

One shareholder currently owns a majority of our outstanding ordinary shares. As a result, such shareholder will have the ability to approve all matters submitted to our shareholders for approval.

 

5

 

 

RISK FACTORS

 

An investment in our securities involves a high degree of risk. We operate in a highly competitive environment in which there are numerous factors which can influence our business, financial position or results of operations and which can also cause the market value of our Ordinary Shares to decline. Many of these factors are beyond our control and therefore, are difficult to predict. Prior to making a decision about investing in our securities, you should carefully consider the risk factors discussed in the sections entitled “Risk Factors” contained in our most recent Annual Report on Form 20-F filed with the SEC, and in any applicable prospectus supplement and our other filings with the SEC and incorporated by reference in this prospectus or any applicable prospectus supplement, together with all of the other information contained in this prospectus or any applicable prospectus supplement. If any of the risks or uncertainties described in our SEC filings or any prospectus supplement or any additional risks and uncertainties actually occur, our business, financial condition and results of operations could be materially and adversely affected. In that case, the trading price of our securities could decline and you might lose all or part of your investment.

 

The following disclosure is intended to highlight, update or supplement previously disclosed risk factors facing the Company set forth in the Company’s public filings. These risk factors should be carefully considered along with any other risk factors identified in the Company's other filings with the SEC.

 

Risks Relating to our Corporate Structure

 

We rely upon structural arrangements to establish control over certain entities and government authorities may determine that these arrangements do not comply with existing laws and regulations.

 

The laws and regulations in Thailand place restrictions on foreign investment in and ownership of entities engaged in a number of business activities. The Thai Foreign Business Act B.E. 2542 (1999), or FBA, requires foreigners to obtain approval under the FBA in order to engage in most service businesses. A company registered in Thailand will be considered a foreigner under the FBA if foreigners hold 50% or more of the shares in the company. The Security Guard Business Act B.E. 2558 (2015), or SGBA, also requires that companies applying for approval to engage in the business of providing security guard services by providing licensed security guards to protect people or personal property must have more than half of its shares owned by shareholders of Thai nationality and must have more than half of its directors being of Thai nationality.

 

We conduct our business activities in Thailand using a tiered shareholding structure in which direct foreign ownership in each Thai entity is less than 50%. The FBA considers the immediate level of shareholding of a company to determine the number of shares held by foreigners in that company for the purposes of determining whether the company is a foreigner within the meaning of the FBA, and will have regard to the shareholdings of a corporate shareholder which holds shares in that company to determine whether that corporate shareholder is a foreigner, however no cumulative calculation is applied to determine the foreign ownership status of a company when it has several levels of foreign shareholding. Such shareholding structure has allowed us to consolidate our Thai operating entities as our subsidiaries.

 

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We have engaged legal counsel Watson Farley & Williams (Thailand) Limited in Thailand, and they are of the opinion that the shareholding structure of GF Cash (CIT) does not result in GF Cash (CIT) being a foreigner within the meaning of the FBA or failing to comply with the nationality requirements imposed by the SGBA. However, the local or national authorities or regulatory agencies in Thailand may reach a different conclusion, which could lead to an action being brought against us by administrative orders or in local courts. The FBA prohibits Thai nationals and non-foreigner companies from assisting, aiding and abetting or participating in the operation of a foreigner’s business if the foreigner would require approval under the FBA to engage in that business, or to act as a nominee in holding shares in a company to enable a foreigner to operate a business in contravention of the FBA. The FBA does not provide detailed guidance on what degree of assistance contravenes the FBA, however Thai shareholders are likely to be regarded as nominees under the FBA if they do not have sufficient funds to acquire their shares or did not pay for their shares, or if they have agreed to not to be paid the dividends to which they would be entitled under the company’s articles of association.

 

Documentation filed with the Ministry of Commerce includes supporting evidence that the Thai nationals holding shares in AI Thailand had sufficient financial resources to acquire their shares and confirms that AI Thailand has received the amount payable for those shares. If the authorities in Thailand find that our arrangements do not comply with their prohibition or restrictions on foreign investment in our lines of business, or if the relevant government entity otherwise finds that we or any of our subsidiaries is in violation of the relevant laws or regulations or lack the necessary registrations, permits or licenses to operate our businesses in Thailand, they would have broad discretion in dealing with such violations or failures, including:

 

revoking the business licenses and/or operating licenses of such entities;

 

imposing penalties of up to THB 1 million and imprisonment of up to three years plus penalties of THB 50,000 (approximately $1,560) for every day of a continuing offence;

 

ordering the cessation of any aiding or abetting contrary to the FBA;

 

discontinuing or placing restrictions or onerous conditions on the operations of our Thai subsidiaries, or on our operations through any transactions between our Company or our Cayman Islands or BVI subsidiaries on the one hand and our Thai subsidiaries on the other hand;

 

confiscating income from us, our BVI subsidiaries, or Thai subsidiaries, or imposing other requirements with which such entities may not be able to comply;

 

imposing criminal penalties, including fines and imprisonment on our Thai subsidiaries, their shareholders or directors;

 

requiring us to restructure our ownership structure or operations, including the sale of shares in GF Cash (CIT), which in turn would affect our ability to consolidate, derive economic interests from, or exert effective control over our Thai subsidiaries; or

 

restricting or prohibiting our use of the proceeds of any public offering we may conduct to finance our business and operations in Thailand.

 

Any of these actions could cause significant disruption to our business operations and severely damage our reputation, which would in turn materially and adversely affect our business, financial condition and results of operations. If any of these occurrences results in our inability to direct the activities of our Thai subsidiaries that most significantly impact their economic performance, or prevent us from receiving the economic benefits or absorbing losses from these entities, we may not be able to consolidate these entities in our consolidated financial statements in accordance with IFRS.

 

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Risks Relating to Doing Business in Thailand

 

A severe or prolonged downturn in the global economy or the markets that we primarily operate in could materially and adversely affect our revenues and results of operations.

 

We primarily operate in Thailand. Weak economic conditions as a result of a global economic downturn and decreased demand and prices due to the increased popularity of digital cash across the world may have a negative impact on our business. Decreased demand and prices would reduce our income and weaken our business. There are still great uncertainties regarding economic conditions and the demand for cash processing services. Any turbulence in global economies and prolonged declines in demand and prices in Thailand may adversely affect our business, revenues and results of operations. Apart from the above, the following factors may also affect our business: (1) the threat of terrorism is high within Thailand; (2) the political situation is not stable especially under the military rule and governance; (3) currency exchange rates; (4) bribery and corruption; (5) high tax rates; and (6) unstable energy prices.

 

We are vulnerable to foreign currency exchange risk exposure.

 

The value of the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in political and economic conditions.

 

Our consolidated financial statements are expressed in U.S. dollars, which is our reporting currency. Most of the revenues and expenses of GF Cash (CIT) are denominated in the THB. Meanwhile, our functional currency of our various other subsidiaries, is the U.S. dollar. To the extent that we need to convert THB into U.S. dollars for our operations, appreciation of the U.S. dollar against the THB would adversely affect the U.S. dollar amounts we recognize from the conversion. Fluctuations in the exchange rate will also affect the relative value of the U.S. dollar-denominated loan that we have borrowed from a related party.

 

The ability of our subsidiaries to distribute dividends to us may be subject to restrictions under the laws of their respective jurisdictions.

 

We are a holding company, and our main operating subsidiary is located in Thailand. Part of our primary internal sources of funds to meet our cash needs is our share of the dividends, if any, paid by our subsidiaries. The distribution of dividends to us from the subsidiaries in these markets as well as other markets where we operate is subject to restrictions imposed by the applicable laws and regulations in these markets. Companies remitting payments to recipients outside of Thailand must obtain approval from the Bank of Thailand at the time of the remittance if the remittance exceeds the equivalent of $50,000. In practice, this approval is managed by the Bank of Thailand and is typically granted if copies of the supporting documentation showing the need for the transaction can be provided. In addition, although there are currently no foreign exchange control regulations which restrict the ability of our subsidiaries in Thailand to distribute dividends to us, the relevant regulations may be changed and the ability of these subsidiaries to distribute dividends to us may be restricted in the future.

 

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FORWARD-LOOKING STATEMENTS

 

This prospectus contains or incorporates forward-looking statements within the meaning of section 27A of the Securities Act and section 21E of the Exchange Act. These forward-looking statements are management’s beliefs and assumptions. In addition, other written or oral statements that constitute forward-looking statements are based on current expectations, estimates and projections about the industry and markets in which we operate and statements may be made by or on our behalf. Words such as “should,” “could,” “may,” “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate,” variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. There are a number of important factors that could cause our actual results to differ materially from those indicated by such forward-looking statements.

 

We describe material risks, uncertainties and assumptions that could affect our business, including our financial condition and results of operations, under “Risk Factors” and may update our descriptions of such risks, uncertainties and assumptions in any prospectus supplement. We base our forward-looking statements on our management’s beliefs and assumptions based on information available to our management at the time the statements are made. We caution you that actual outcomes and results may differ materially from what is expressed, implied or forecast by our forward-looking statements. Accordingly, you should be careful about relying on any forward-looking statements. Reference is made in particular to forward-looking statements regarding growth strategies, financial results, product and service development, competitive strengths, intellectual property rights, litigation, mergers and acquisitions, market acceptance or continued acceptance of our services, accounting estimates, financing activities, ongoing contractual obligations and sales efforts. Except as required under the federal securities laws, the rules and regulations of the SEC, stock exchange rules, and other applicable laws, regulations and rules, we do not have any intention or obligation to update publicly any forward-looking statements after the distribution of this prospectus, whether as a result of new information, future events, changes in assumptions, or otherwise.

 

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USE OF PROCEEDS

 

Except as described in any prospectus supplement and any free writing prospectus in connection with a specific offering, we currently intend to use the net proceeds from the sale of the securities offered by us under this prospectus to fund the growth of our business, primarily working capital, and for general corporate purposes.

 

We may also use a portion of the net proceeds for business acquisitions, acquire or invest in technologies and general working capital that we believe will enhance the value of our Company. Depending on future events and others changes in the business climate, we may determine at a later time to use the net proceeds for different purposes. As a result, our management will have broad discretion in the allocation of the net proceeds and investors will be relying on the judgment of our management regarding the application of the proceeds of any sale of the securities. Additional information on the use of net proceeds from the sale of securities covered by this prospectus may be set forth in the prospectus supplement relating to the specific offering.

 

CAPITALIZATION AND INDEBTEDNESS

 

Our capitalization and indebtedness will be set forth in a prospectus supplement to this prospectus or in a report of foreign private issuer on Form 6-K subsequently furnished to the SEC and specifically incorporated herein by reference.

 

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DESCRIPTION OF SHARE CAPITAL

  

We are a Cayman Islands exempted company with limited liability and our affairs are governed by our Memorandum of Association and Articles of Association and the Companies Act.

 

We were incorporated in the Cayman Islands on April 20, 2018 under the Companies Act. Following completion of the 3:1 share consolidation and increase in authorized share capital, we have an authorized share capital of $900,000 divided into 300,000,000 Ordinary Shares, $0.003 par value per share, which may be issued from time to time at the discretion of the Board of Directors without shareholder approval.

 

As of December 23, 2021, there were 21,201,842 Ordinary Shares issued and outstanding. In addition, the Company currently has warrants to purchase 4,156,626 Ordinary Shares issued and outstanding and these warrants are exercisable at an exercise price of $5.1875 per share with the expiration date of September 28, 2026.

 

The following are summaries of material provisions of our Memorandum and Articles of Association and the Companies Act insofar as they relate to the material terms of our Ordinary Shares.

 

Exempted Company

 

We are an exempted company incorporated with limited liability under the Companies Act. The Companies Act distinguishes between ordinary resident companies and exempted companies. Any company that is registered in the Cayman Islands but conducts business mainly outside of the Cayman Islands may apply to be registered as an exempted company. The requirements for an exempted company are essentially the same as for an ordinary resident company except for the exemptions and privileges listed below:

 

an exempted company does not have to file an annual return of its shareholders with the Registrar of Companies of the Cayman Islands;

 

an exempted company is not required to open its register of members to the general public for inspection;

 

an exempted company does not have to hold an annual general meeting;

 

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an exempted company may issue no par value shares;

 

an exempted company may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 20 years in the first instance);

 

an exempted company may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands;

 

an exempted company may register as a limited duration company; and

 

an exempted company may register as a segregated portfolio company.

 

Share Capital

 

General

 

All of our issued and outstanding Ordinary Shares are fully paid and non-assessable. Our Ordinary Shares are issued in registered form and are issued when registered in our register of members. We may not issue shares to bearer. Our shareholders, who are non-residents of the Cayman Islands, may freely hold and vote their ordinary shares.

 

Dividends

 

The holders of our ordinary shares are entitled to receive such dividends as may be declared by our board of directors subject to our Memorandum and Articles of Association and the Companies Act. Under Cayman Islands law, our company may pay a dividend out of either profits or share premium account, provided that in no circumstances may a dividend be paid if this would result in our company being unable to pay its debts as they fall due in the ordinary course of business.

 

Register of Members

 

Under Cayman Islands law, we must keep a register of members and there must be entered therein:

 

the names and addresses of the members, a statement of the shares held by each member, in certain cases distinguishing each share by its number, and of the amount paid or agreed to be considered as paid, on the shares of each member and whether each relevant category of shares held by a member carries voting rights, and if so, whether such voting rights are conditional;

 

the date on which the name of any person was entered on the register as a member; and

 

the date on which any person ceased to be a member.

 

Under Cayman Islands law, the register of members of our company is prima facie evidence of any matters directed or authorized by the Companies Act to be inserted therein (i.e. the register of members will raise a presumption of fact on the matters referred to above unless rebutted) and a member registered in the register of members will be deemed as a matter of Cayman Islands law to have legal title to the shares as set against its name in the register of members.

 

If the name of any person is, without sufficient cause, entered in or omitted from the register of members, or if default is made or unnecessary delay takes place in entering on the register the fact of any person having ceased to be a member, the person or member aggrieved or any member or our company itself may apply to the Cayman Islands Grand Court for an order that the register be rectified, and the Court may either refuse such application or it may, if satisfied of the justice of the case, make an order for the rectification of the register.

 

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Voting Rights

 

Holders of our ordinary shares have the right to receive notice of, attend, speak and vote at general meetings of our Company. At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is (before or on the declaration of the result of the show of hands) demanded by the chairman or one or more shareholders present in person or by proxy entitled to vote and who together hold not less than 10% of all voting power of our paid up share capital in issue and entitled to vote. An ordinary resolution to be passed by the shareholders requires the affirmative vote of a simple majority of the votes attaching to the ordinary shares cast in a general meeting, while a special resolution requires the affirmative vote of no less than two-thirds of the votes attaching to the ordinary shares cast in a general meeting. Both ordinary resolutions and special resolutions may also be passed by a unanimous written resolution signed by all the shareholders of our company, as permitted by the Companies Act and our Memorandum and Articles of Association. A special resolution will be required for important matters such as a change of name or making changes to our Memorandum and Articles of Association.

 

General Meetings and Shareholder Proposals

 

As a Cayman Islands exempted company, we are not obliged by the Companies Act to call shareholders’ annual general meetings. Our Memorandum and Articles of Association provide that we may (but are not obliged to) in each year hold a general meeting as our annual general meeting in which case we will specify the meeting as such in the notices calling it, and the annual general meeting will be held at such time and place as may be determined by our directors.

 

Shareholders’ general meetings may be convened by our board of directors. The Companies Act provides shareholders with only limited rights to requisition a general meeting and does not provide shareholders with any right to put any proposal before a general meeting. However, these rights may be provided in a company’s articles of association. Our Memorandum and Articles of Association allow one or more shareholders holding in aggregate, at the date of such requisition, not less than ten percent of the paid up voting share capital to requisition a general meeting of the shareholders, in which case our board is obliged to convene a general meeting and to put the resolutions so requisitioned to a vote at such meeting not later than 21 days from the date of deposit of the requisition. However, our Memorandum and Articles of Association do not provide our shareholders with any right to put any proposals before annual general meetings or extraordinary general meetings not called by such shareholders.

 

A quorum required for any general meeting of shareholders consists of one or more shareholders present in person or by proxy holding at least a majority of the paid up voting share capital of the Company. If the Company has only one shareholder, that only shareholder present in person or by proxy shall be a quorum for all purposes. Advance notice of at least seven clear calendar days is required for the convening of any general meeting of our shareholders.

 

Transfer of Ordinary Shares

 

Subject to the restrictions in our Memorandum and Articles of Association as set out below, any of our shareholders may transfer all or any of his or her ordinary shares by an instrument of transfer in the usual or common form or any other form approved by our board of directors.

 

Our board of directors may, in its absolute discretion, decline to register any transfer of any ordinary share.

 

If our directors refuse to register a transfer they are obligated to, within two months after the date on which the instrument of transfer was lodged, send to the transferee notice of such refusal.

 

The transferor of any ordinary shares shall be deemed to remain the holder of that share until the name of the transferee is entered in the register of members.

 

For the purpose of determining members entitled to notice of, or to vote at any meeting of members or any adjournment thereof, or members entitled to receive payment of any dividend or other distributions, or in order to make a determination of members for any other purpose, our board of directors may provide that the register of members shall be closed for transfers for a stated period which shall not in any case exceed forty (40) days.

 

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Liquidation

 

On the winding up of our Company, if the assets available for distribution amongst our shareholders shall be more than sufficient to repay the whole of the capital paid-up at the commencement of the winding up, the surplus shall be distributed amongst our shareholders in proportion to the capital paid up at the commencement of the winding up, subject to a deduction from those shares in respect of which there are monies due, of all monies payable to our company for unpaid calls or otherwise. If our assets available for distribution are insufficient to repay all of the paid-up capital, the assets will be distributed so that the losses are borne by our shareholders in proportion to the capital paid-up. We are an exempted company with “limited liability” incorporated under the Companies Act, and under the Companies Act, the liability of our members is limited to the amount, if any, unpaid on the shares respectively held by them. Our Memorandum of Association contains a declaration that the liability of our members is so limited.

 

Calls on Ordinary Shares and Forfeiture of Ordinary Shares

 

Our board of directors may from time to time make calls upon shareholders for any amounts unpaid on their Ordinary Shares in a notice served to such shareholders at least fourteen days prior to the specified time and place of payment. The ordinary shares that have been called upon and remain unpaid on the specified time are subject to forfeiture.

 

Redemption, Repurchase and Surrender of Ordinary Shares

 

We may issue shares on terms that such shares are subject to redemption, at our option or at the option of the holders thereof. Our Company may also repurchase any of our ordinary shares provided that the manner and terms of such purchase have been approved by our board of directors and agreed with the relevant member. Under the Companies Act, the redemption or repurchase of any share may be paid out of our company’s profits or out of the proceeds of a fresh issue of shares made for the purpose of such redemption or repurchase, or out of the share premium account. Redemption or repurchase of any share may also be paid out of capital if the Company can, immediately following such payment, pay its debts as they fall due in the ordinary course of business. In addition, under the Companies Act no such share may be redeemed or repurchased (a) unless it is fully paid up, (b) if such redemption or repurchase would result in there being no shares outstanding other than treasury shares, or (c) if the company has commenced liquidation. In addition, our company may accept the surrender of any fully paid share for no consideration.

 

Variations of Rights of Shares

 

If at any time our share capital is divided into different classes of shares, the rights attached to any class of shares may, unless otherwise provided by the terms of issue of the shares of that class, be varied with the written consent of the holders of two-thirds of the issued shares of that class or with the sanction of a resolution passed by a majority of not less than two thirds of the votes cast at a separate general meeting of the holders of the shares of that class.

 

Inspection of Books and Records

 

Holders of our Ordinary Shares will have no general right under Cayman Islands law to inspect or obtain copies of our list of shareholders or our corporate records. However, we will provide our shareholders with annual audited financial statements. See “Where You Can Find More Information.”

 

Changes in Capital

 

Our shareholders may from time to time by ordinary resolution:

 

increase our share capital by such sum, to be divided into shares of such classes and amount, as the resolution prescribes;

 

consolidate and divide all or any of our share capital into shares of a larger amount than our existing shares;

 

sub-divide our existing shares, or any of them into shares of a smaller amount than that fixed by our Memorandum of Association;

 

cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and diminish the amount of our share capital by the amount of the shares so cancelled; or

 

convert all or any of our paid up shares into stock and reconvert that stock into paid up shares of any denomination.

 

Our shareholders may by special resolution, subject to confirmation by the Grand Court of the Cayman Islands on an application by our company for an order confirming such reduction, reduce our share capital or any capital redemption reserve in any manner permitted by law.

 

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DESCRIPTION OF DEBT SECURITIES

 

The following is a summary of the general terms of the debt securities that we may issue and is not intended to be complete. If debt securities are issued, we will describe in the applicable prospectus supplement the particular terms and provisions of any series of the debt securities and a description of how the general terms and provisions described below may apply to that series of the debt securities. The terms presented here, together with the terms in a related prospectus supplement, will be a description of the material terms of the debt securities. You should also read the indenture under which the debt securities are to be issued. We have filed a form of indenture governing different types of debt securities with the SEC as an exhibit to the registration statement of which this prospectus is a part. All capitalized terms have the meanings specified in the indenture.

 

We may issue, from time to time, debt securities, in one or more series, that will consist of senior debt, senior subordinated debt or subordinated debt. We refer to the subordinated debt securities and the senior subordinated debt securities together as the subordinated securities. The debt securities that we may offer will be issued under an indenture between us and an entity, identified in the applicable prospectus supplement, as trustee. Debt securities, whether senior, senior subordinated or subordinated, may be issued as convertible debt securities or exchangeable debt securities. The following is a summary of the material provisions of the indenture filed as an exhibit to the registration statement of which this prospectus is a part.

 

As you read this section, please remember that for each series of debt securities, the specific terms of your debt security as described in the applicable prospectus supplement will supplement and, if applicable, may modify or replace the general terms described in the summary below. The statement we make in this section may not apply to your debt security. Prospective investors should rely on information in the applicable prospectus supplement and not on the following information to the extent that the information in such prospectus supplement is different from the following information.

 

General Terms of the Indenture

 

The indenture does not limit the amount of debt securities that we may issue. It provides that we may issue debt securities up to the principal amount that we may authorize and may be in any currency or currency unit that we may designate. We may, without the consent of the holders of any series, increase the principal amount of securities in that series in the future, on the same terms and conditions and with the same CUSIP numbers as that series. Except for the limitations on consolidation, merger and sale of all or substantially all of our assets contained in the indenture, the terms of the indenture do not contain any covenants or other provisions designed to give holders of any debt securities protection against changes in our operations, financial condition or transactions involving us.

 

We may issue the debt securities issued under the indenture as “discount securities,” which means they may be sold at a discount below their stated principal amount. These debt securities, as well as other debt securities that are not issued at a discount, may be issued with “original issue discount”, or OID, for U.S. federal income tax purposes because of interest payment and other characteristics. Material U.S. federal income tax considerations applicable to debt securities issued with original issue discount will be described in more detail in any applicable prospectus supplement.

 

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The applicable prospectus supplement for a series of debt securities that we issue will describe, among other things, the following terms of the offered debt securities:

 

  the title and authorized denominations of the series of debt securities;

 

  any limit on the aggregate principal amount of the series of debt securities;

 

  whether such debt securities will be issued in fully registered form without coupons or in a form registered as to principal only with coupons or in bearer form with coupons;

 

  whether issued in the form of one or more global securities and whether all or a portion of the principal amount of the debt securities is represented thereby;

 

  the price or prices at which the debt securities will be issued;

 

  the date or dates on which principal is payable;

 

  the place or places where and the manner in which principal, premium or interest, if any, will be payable and the place or places where the debt securities may be presented for transfer and, if applicable, conversion or exchange;

 

  interest rates, and the dates from which interest, if any, will accrue, and the dates when interest is payable and the maturity;

 

  the right, if any, to extend the interest payment periods and the duration of the extensions;

 

  our rights or obligations to redeem or purchase the debt securities;

 

  any sinking fund or other provisions that would obligate us to repurchase or otherwise redeem some or all of the debt securities;

 

  conversion or exchange provisions, if any, including conversion or exchange prices or rates and adjustments thereto;

 

  the currency or currencies of payment of principal or interest;

 

  the terms applicable to any debt securities issued at a discount from their stated principal amount;

 

  the terms, if any, under which any debt securities will rank junior to any of our other debt;

 

  whether and upon what terms the debt securities may be defeased, if different from the provisions set forth in the indenture;

 

  if the amount of payments of principal or interest is to be determined by reference to an index or formula, or based on a coin or currency other than that in which the debt securities are stated to be payable, the manner in which these amounts are determined and the calculation agent, if any, with respect thereto;

 

  the provisions, if any, relating to any collateral provided for the debt securities;

  

  if other than the entire principal amount of the debt securities when issued, the portion of the principal amount payable upon acceleration of maturity as a result of a default on our obligations;

 

  the events of default and covenants relating to the debt securities that are in addition to, modify or delete those described in this prospectus;

 

  the nature and terms of any security for any secured debt securities; and

 

  any other specific terms of any debt securities.

  

The applicable prospectus supplement will present material U.S. federal income tax considerations for holders of any debt securities and the securities exchange or quotation system on which any debt securities are to be listed or quoted.

 

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Senior Debt Securities

 

Payment of the principal of, premium and interest, if any, on senior debt securities will rank on a parity with all of our other secured/unsecured and unsubordinated debt.

 

Senior Subordinated Debt Securities

 

Payment of the principal of, premium and interest, if any, on senior subordinated debt securities will be junior in right of payment to the prior payment in full of all of our unsubordinated debt, including senior debt securities and any credit facility. We will state in the applicable prospectus supplement relating to any senior subordinated debt securities the subordination terms of the securities as well as the aggregate amount of outstanding debt, as of the most recent practicable date, that by its terms would be senior to the senior subordinated debt securities. We will also state in such prospectus supplement limitations, if any, on issuance of additional senior debt.

   

Subordinated Debt Securities

 

Payment of the principal of, premium and interest, if any, on subordinated debt securities will be subordinated and junior in right of payment to the prior payment in full of all of our senior debt, including our senior debt securities and senior subordinated debt securities. We will state in the applicable prospectus supplement relating to any subordinated debt securities the subordination terms of the securities as well as the aggregate amount of outstanding indebtedness, as of the most recent practicable date, that by its terms would be senior to the subordinated debt securities. We will also state in such prospectus supplement limitations, if any, on issuance of additional senior indebtedness.

 

Conversion or Exchange Rights

 

Debt securities may be convertible into or exchangeable for other securities being registered in this registration statement, including, for example, shares of our equity securities. The terms and conditions of conversion or exchange will be stated in the applicable prospectus supplement. The terms will include, among others, the following:

 

  the conversion or exchange price;

 

  the conversion or exchange period;

 

  provisions regarding the ability of us or the holder to convert or exchange the debt securities;

 

  events requiring adjustment to the conversion or exchange price; and

 

  provisions affecting conversion or exchange in the event of our redemption of the debt securities.

   

Consolidation, Merger or Sale

 

We cannot consolidate or merge with or into, or transfer or lease all or substantially all of our assets to, any person, and we cannot permit any other person to consolidate with or merge into us, unless (1) we will be the continuing corporation or (2) the successor corporation or person to which our assets are transferred or leased is a corporation organized under the laws of the United States, any state of the United States or the District of Columbia and it expressly assumes our obligations under the debt securities and the indenture. In addition, we cannot complete such a transaction unless immediately after completing the transaction, no event of default under the indenture, and no event which, after notice or lapse of time or both, would become an event of default under the indenture, shall have occurred and be continuing. When the person to whom our assets are transferred or leased has assumed our obligations under the debt securities and the indenture, we shall be discharged from all our obligations under the debt securities and the indenture except in limited circumstances.

 

This covenant would not apply to any recapitalization transaction, a change of control of us or a highly leveraged transaction, unless the transaction or change of control were structured to include a merger or consolidation or transfer or lease of all or substantially all of our assets.

 

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Events of Default

 

The term “Event of Default,” when used in the indenture, unless otherwise indicated, means any of the following:

 

  failure to pay interest for 30 days after the date payment is due and payable;

 

  failure to pay principal or premium, if any, on any debt security when due, either at maturity, upon any redemption, by declaration or otherwise;

 

  failure to make sinking fund payments when due;

 

  failure to perform other covenants for 60 days after notice that performance was required;

 

  events in bankruptcy, insolvency or reorganization relating to us; or

 

  any other Event of Default provided in the applicable officer’s certificate, resolution of our board of directors or the supplemental indenture under which we issue a series of debt securities.

 

An Event of Default for a particular series of debt securities does not necessarily constitute an Event of Default for any other series of debt securities issued under the indenture.

  

If an Event of Default with respect to any series of senior debt securities occurs and is continuing, then either the trustee for such series or the holders of a majority in aggregate principal amount of the outstanding debt securities of such series, by notice in writing, may declare the principal amount of and interest on all of the debt securities of such series to be due and payable immediately; provided, however, unless otherwise provided in the applicable prospectus supplement, if such an Event of Default occurs and is continuing with respect to more than one series of senior debt securities under the indenture, the trustee for such series or the holders of a majority in aggregate principal amount of the outstanding debt securities of all such series of senior debt securities of equal ranking (or, if any of such senior debt securities are discount securities, such portion of the principal amount as may be specified in the terms of that series), voting as one class, may make such declaration of acceleration as to all series of such equal ranking and not the holders of the debt securities of any one of such series of senior debt securities.

 

If an Event of Default with respect to any series of subordinated securities occurs and is continuing, then either the trustee for such series or the holders of a majority in aggregate principal amount of the outstanding debt securities of such series, by notice in writing, may declare the principal amount of and interest on all of the debt securities of such series to be due and payable immediately; provided, however, unless otherwise provided in the applicable prospectus supplement, if such an Event of Default occurs and is continuing with respect to more than one series of subordinated securities under the indenture, the trustee for such series or the holders of a majority in aggregate principal amount of the outstanding debt securities of all such series of subordinated securities of equal ranking (or, if any of such subordinated securities are discount securities, such portion of the principal amount as may be specified in the terms of that series), voting as one class, may make such declaration of acceleration as to all series of equal ranking and not the holders of the debt securities of any one of such series of subordinated securities. The holders of not less than a majority in aggregate principal amount of the debt securities of all affected series of equal ranking may, after satisfying certain conditions, rescind and annul any of the above-described declarations and consequences involving such series.

  

If an Event of Default relating to events in bankruptcy, insolvency or reorganization of us occurs and is continuing, then the principal amount of all of the debt securities outstanding, and any accrued interest, will automatically become due and payable immediately, without any declaration or other act by the trustee or any holder.

 

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The indenture imposes limitations on suits brought by holders of debt securities against us. Except for actions for payment of overdue principal or interest, no holder of debt securities of any series may institute any action against us under the indenture unless:

 

  the holder has previously given to the trustee written notice of default and continuance of such default;

 

  the holders of not less than a majority in principal amount of the outstanding debt securities of the affected series of equal ranking have requested that the trustee institute the action;

 

  the requesting holders have offered the trustee reasonable indemnity for expenses and liabilities that may be incurred by bringing the action;

 

  the trustee has not instituted the action within 60 days of the request; and

 

  the trustee has not received inconsistent direction by the holders of a majority in principal amount of the outstanding debt securities of the affected series of equal ranking.

 

We will be required to file annually with the trustee a certificate, signed by one of our officers, stating whether or not the officer knows of any default by us in the performance, observance or fulfillment of any condition or covenant of the indenture.

 

Registered Global Securities and Book Entry System

 

The debt securities of a series may be issued in whole or in part in book-entry form and may be represented by one or more fully registered global securities or in unregistered form with or without coupons. We will deposit any registered global securities with a depositary or with a nominee for a depositary identified in the applicable prospectus supplement and registered in the name of such depositary or nominee. In such case, we will issue one or more registered global securities denominated in an amount equal to the aggregate principal amount of all of the debt securities of the series to be issued and represented by such registered global security or securities. This means that we will not issue certificates to each holder.

 

Unless and until it is exchanged in whole or in part for debt securities in definitive registered form, a registered global security may not be transferred except as a whole:

 

  by the depositary for such registered global security to its nominee;

 

  by a nominee of the depositary to the depositary or another nominee of the depositary; or

 

  by the depositary or its nominee to a successor of the depositary or a nominee of the successor.

 

The prospectus supplement relating to a series of debt securities will describe the specific terms of the depositary arrangement involving any portion of the series represented by a registered global security. We anticipate that the following provisions will apply to all depositary arrangements for registered debt securities:

 

  ownership of beneficial interests in a registered global security will be limited to persons that have accounts with the depositary for such registered global security, these persons being referred to as “participants,” or persons that may hold interests through participants;

 

  upon the issuance of a registered global security, the depositary for the registered global security will credit, on its book-entry registration and transfer system, the participants’ accounts with the respective principal amounts of the debt securities represented by the registered global security beneficially owned by the participants;

 

  any dealers, underwriters, or agents participating in the distribution of the debt securities represented by a registered global security will designate the accounts to be credited; and

 

  ownership of beneficial interest in such registered global security will be shown on, and the transfer of such ownership interest will be effected only through, records maintained by the depositary for such registered global security for interests of participants, and on the records of participants for interests of persons holding through participants.

 

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The laws of some states may require that specified purchasers of securities take physical delivery of the securities in definitive form. These laws may limit the ability of those persons to own, transfer or pledge beneficial interests in registered global securities.

 

So long as the depositary for a registered global security, or its nominee, is the registered owner of such registered global security, the depositary or such nominee, as the case may be, will be considered the sole owner or holder of the debt securities represented by the registered global security for all purposes under the indenture. Except as stated below, owners of beneficial interests in a registered global security:

 

  will not be entitled to have the debt securities represented by a registered global security registered in their names;

 

  will not receive or be entitled to receive physical delivery of the debt securities in the definitive form; and

 

  will not be considered the owners or holders of the debt securities under the relevant indenture.

 

Accordingly, each person owning a beneficial interest in a registered global security must rely on the procedures of the depositary for the registered global security and, if the person is not a participant, on the procedures of a participant through which the person owns its interest, to exercise any rights of a holder under the indenture.

 

We understand that under existing industry practices, if we request any action of holders or if an owner of a beneficial interest in a registered global security desires to give or take any action that a holder is entitled to give or take under the indenture, the depositary for the registered global security would authorize the participants holding the relevant beneficial interests to give or take the action, and the participants would authorize beneficial owners owning through the participants to give or take the action or would otherwise act upon the instructions of beneficial owners holding through them.

 

We will make payments of principal and premium, if any, and interest, if any, on debt securities represented by a registered global security registered in the name of a depositary or its nominee to the depositary or its nominee, as the case may be, as the registered owners of the registered global security. None of us, the trustee or any other agent of ours or the trustee will be responsible or liable for any aspect of the records relating to, or payments made on account of, beneficial ownership interests in the registered global security or for maintaining, supervising or reviewing any records relating to the beneficial ownership interests.

   

We expect that the depositary for any debt securities represented by a registered global security, upon receipt of any payments of principal and premium, if any, and interest, if any, in respect of the registered global security, will immediately credit participants’ accounts with payments in amounts proportionate to their respective beneficial interests in the registered global security as shown on the records of the depositary. We also expect that standing customer instructions and customary practices will govern payments by participants to owners of beneficial interests in the registered global security held through the participants, as is now the case with the securities held for the accounts of customers in bearer form or registered in “street name.” We also expect that any of these payments will be the responsibility of the participants.

 

If the depositary for any debt securities represented by a registered global security is at any time unwilling or unable to continue as depositary or stops being a clearing agency registered under the Exchange Act, we will appoint an eligible successor depositary. If we fail to appoint an eligible successor depositary within 90 days, we will issue the debt securities in definitive form in exchange for the registered global security. In addition, we may at any time and in our sole discretion decide not to have any of the debt securities of a series represented by one or more registered global securities. In that event, we will issue debt securities of the series in a definitive form in exchange for all of the registered global securities representing the debt securities. The trustee will register any debt securities issued in definitive form in exchange for a registered global security in the name or names as the depositary, based upon instructions from its participants, who shall instruct the trustee.

 

We may also issue bearer debt securities of a series in the form of one or more global securities, referred to as “bearer global securities.” The prospectus supplement relating to a series of debt securities represented by a bearer global security will describe the applicable terms and procedures. These will include the specific terms of the depositary arrangement and any specific procedures for the issuance of debt securities in definitive form in exchange for a bearer global security, in proportion to the series represented by a bearer global security.

 

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Discharge, Defeasance and Covenant Defeasance

 

We can discharge or decrease our obligations under the indenture as stated below.

 

We may discharge obligations to holders of any series of debt securities that have not already been delivered to the trustee for cancellation and that have either become due and payable or are by their terms to become due and payable, or are scheduled for redemption, within sixty (60) days. We may effect a discharge by irrevocably depositing with the trustee cash or U.S. government obligations, as trust funds, in an amount certified to be enough to pay when due, whether at maturity, upon redemption or otherwise, the principal of, premium and interest, if any, on the debt securities and any mandatory sinking fund payments.

 

Unless otherwise provided in the applicable prospectus supplement, we may also discharge any and all of our obligations to holders of any series of debt securities at any time, which we refer to as defeasance. We may also be released from the obligations imposed by any covenants of any outstanding series of debt securities and provisions of the indenture, and we may omit to comply with those covenants without creating an event of default under the trust declaration, which we refer to as covenant defeasance. We may effect defeasance and covenant defeasance only if, among other things:

 

  we irrevocably deposit with the trustee cash or U.S. government obligations, as trust funds, in an amount certified to be enough to pay at maturity, or upon redemption, the principal, premium and interest, if any, on all outstanding debt securities of the series;

 

  we deliver to the trustee an opinion of counsel from a nationally recognized law firm to the effect that the holders of the series of debt securities will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the defeasance or covenant defeasance and that defeasance or covenant defeasance will not otherwise alter the holders’ U.S. federal income tax treatment of principal, premium and interest, if any, payments on the series of debt securities; and

 

  in the case of subordinated debt securities, no event or condition shall exist that, based on the subordination provisions applicable to the series, would prevent us from making payments of principal of, premium and interest, if any, on any of the applicable subordinated debt securities at the date of the irrevocable deposit referred to above or at any time during the period ending on the 91st day after the deposit date.

 

 In the case of a defeasance by us, the opinion we deliver must be based on a ruling of the Internal Revenue Service issued, or a change in U.S. federal income tax law occurring, after the date of the indenture, since such a result would not occur under the U.S. federal income tax laws in effect on such date.

 

Although we may discharge or decrease our obligations under the indenture as described in the two preceding paragraphs, we may not avoid, among other things, our duty to register the transfer or exchange of any series of debt securities, to replace any temporary, mutilated, destroyed, lost or stolen series of debt securities or to maintain an office or agency in respect of any series of debt securities.

 

Modification of the Indenture

 

The indenture provides that we and the trustee may enter into supplemental indentures without the consent of the holders of debt securities to:

 

  secure any debt securities and provide the terms and conditions for the release or substitution of the security;

 

  evidence the assumption by a successor corporation of our obligations;

 

  add covenants for the protection of the holders of debt securities;

 

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  add any additional events of default;

 

  cure any ambiguity or correct any inconsistency or defect in the indenture;

 

  add to, change or eliminate any of the provisions of the indenture in a manner that will become effective only when there is no outstanding debt security which is entitled to the benefit of the provision as to which the modification would apply;

 

  establish the forms or terms of debt securities of any series;

 

  eliminate any conflict between the terms of the indenture and the Trust Indenture Act of 1939;

 

  evidence and provide for the acceptance of appointment by a successor trustee and add to or change any of the provisions of the indenture as is necessary for the administration of the trusts by more than one trustee; and

 

  make any other provisions with respect to matters or questions arising under the indenture that will not be inconsistent with any provision of the indenture as long as the new provisions do not adversely affect the interests of the holders of any outstanding debt securities of any series created prior to the modification.

 

The indenture also provides that we and the trustee may, with the consent of the holders of not less than a majority in aggregate principal amount of debt securities of all series of senior debt securities or of Subordinated Securities of equal ranking, as the case may be, then outstanding and affected, voting as one class, add any provisions to, or change in any manner, eliminate or modify in any way the provisions of, the indenture or modify in any manner the rights of the holders of the debt securities. We and the trustee may not, however, without the consent of the holder of each outstanding debt security affected thereby:

 

  extend the final maturity of any debt security;

 

  reduce the principal amount or premium, if any;

 

  reduce the rate or extend the time of payment of interest;

 

  reduce any amount payable on redemption or impair or affect any right of redemption at the option of the holder of the debt security;

 

  change the currency in which the principal, premium or interest, if any, is payable;

 

  reduce the amount of the principal of any debt security issued with an original issue discount that is payable upon acceleration or provable in bankruptcy;

 

  alter provisions of the relevant indenture relating to the debt securities not denominated in U.S. dollars;

 

  impair the right to institute suit for the enforcement of any payment on any debt security when due;

 

  if applicable, adversely affect the right of a holder to convert or exchange a debt security; or

 

  reduce the percentage of holders of debt securities of any series whose consent is required for any modification of the indenture.

 

The indenture provides that the holders of not less than a majority in aggregate principal amount of the then outstanding debt securities of any and all affected series of equal ranking, by notice to the relevant trustee, may on behalf of the holders of the debt securities of any and all such series of equal ranking waive any default and its consequences under the indenture except:

 

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  a continuing default in the payment of interest on, premium, if any, or principal of, any such debt security held by a non-consenting holder; or

 

  a default in respect of a covenant or provision of the indenture that cannot be modified or amended without the consent of the holder of each outstanding debt security of each series affected.

 

Concerning the Trustee

 

The indenture provides that there may be more than one trustee under the indenture, each for one or more series of debt securities. If there are different trustees for different series of debt securities, each trustee will be a trustee of a trust under the indenture separate and apart from the trust administered by any other trustee under that indenture.

 

Except as otherwise indicated in this prospectus or any prospectus supplement, any action permitted to be taken by a trustee may be taken by such trustee only on the one or more series of debt securities for which it is the trustee under the indenture. Any trustee under the indenture may resign or be removed from one or more series of debt securities. All payments of principal of, premium and interest, if any, on, and all registration, transfer, exchange, authentication and delivery of, the debt securities of a series will be effected by the trustee for that series at an office designated by the trustee.

 

If the trustee becomes a creditor of ours, the indenture places limitations on the right of the trustee to obtain payment of claims or to realize on property received in respect of any such claim as security or otherwise. The trustee may engage in other transactions. If it acquires any conflicting interest relating to any duties concerning the debt securities, however, it must eliminate the conflict or resign as trustee.

 

The holders of a majority in aggregate principal amount of any and all affected series of debt securities of equal ranking then outstanding will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the trustee concerning the applicable series of debt securities, provided that the direction:

 

  would not conflict with any rule of law or with the relevant indenture;

 

  would not be unduly prejudicial to the rights of another holder of the debt securities; and

 

  would not involve any trustee in personal liability.

 

The indenture provides that in case an Event of Default shall occur, not be cured and be known to any trustee, the trustee must use the same degree of care as a prudent person would use in the conduct of his or her own affairs in the exercise of the trustee’s power. The trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request of any of the holders of the debt securities, unless they shall have offered to the trustee security and indemnity satisfactory to the trustee.

 

No Individual Liability of Incorporators, Stockholders, Officers or Directors

 

No recourse under or upon any obligation, covenant or agreement of this Indenture, or of any debt security thereunder, or for any claim based thereon or otherwise in respect thereof, shall be had against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or of any successor corporation, either directly or through the Company, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that this Indenture and the obligations issued hereunder are solely corporate obligations of the Company, and that no such personal liability whatever shall attach to, or is or shall be incurred by, the incorporators, stockholders, officers or directors, as such, of the Company or of any successor corporation, or any of them.

 

Governing Law

 

The indenture and the debt securities will be governed by, and construed in accordance with, the laws of the State of New York.

 

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DESCRIPTION OF WARRANTS

 

We may issue warrants for the purchase of our Ordinary Shares and/or debt securities in one or more series. We may issue warrants independently or together with our Ordinary Shares and/or debt securities, and the warrants may be attached to or traded separate and apart from these securities. Each series of warrants will be issued under a warrant agreement all as set forth in the prospectus supplement. The applicable prospectus supplement or term sheet will describe the terms of the warrants offered thereby, any warrant agreement relating to such warrants and the warrant certificates, including but not limited to the following:

 

  the title of the warrants;

 

  the offering price or prices of the warrants, if any;

 

  the minimum or maximum amount of the warrants which may be exercised at any one time;

 

  the currency or currency units in which the offering price, if any, and the exercise price are payable;

 

  the number of securities, if any, with which such warrants are being offered and the number of such warrants being offered with each security;

 

  the date, if any, on and after which such warrants and the related securities, if any, will be transferable separately;

 

  the amount of securities purchasable upon exercise of each warrant and the price at which the securities may be purchased upon such exercise, and events or conditions under which the amount of securities may be subject to adjustment;

 

  the date on which the right to exercise such warrants shall commence and the date on which such right shall expire;

 

  the circumstances, if any, which will cause the warrants to be deemed to be automatically exercised;

 

  any material risk factors, if any, relating to such warrants;

 

  the identity of any warrant agent; and

 

  any other material terms of the warrants.

 

Prior to the exercise of any warrants, holders of such warrants will not have any rights of holders of the securities purchasable upon such exercise, including the right to receive payments of dividends or the right to vote such underlying securities. Prospective purchasers of warrants should be aware that material U.S. federal income tax, accounting and other considerations may be applicable to instruments such as warrants.

 

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DESCRIPTION OF RIGHTS

 

We may issue rights to purchase our Ordinary Shares, debt securities or other securities. Rights may be issued independently or together with any other offered security and may or may not be transferable by the person purchasing or receiving the rights. In connection with any rights offering, we may enter into a standby underwriting or other arrangement with one or more underwriters or other persons pursuant to which such underwriters or other persons would purchase any offered securities remaining unsubscribed for after such rights offering. Each series of rights will be issued under a separate rights agent agreement to be entered into between us and one or more banks, trust companies, or other financial institutions, as rights agent, that we will name in the applicable prospectus supplement. The rights agent will act solely as our agent in connection with the rights and will not assume any obligation or relationship of agency or trust for or with any holders of rights certificates or beneficial owners of rights.

 

The prospectus supplement relating to any rights that we offer will include specific terms relating to the offering, including, among other matters:

 

the date of determining the security holders entitled to the rights distribution;
     
the aggregate number of rights issued and the aggregate amount of securities purchasable upon exercise of the rights;
     
the exercise price for the rights;
     
the conditions to completion of the rights offering;
     
the date on which the right to exercise the rights will commence and the date on which the right will expire;
     
the extent to which such subscription rights are transferable;
     
if applicable, a discussion of the material Cayman Islands or United States federal income tax considerations applicable to the issuance or exercise of such subscription rights;
     
any other terms of the rights, including terms, procedures and limitations relating to the exchange and exercise of the rights;
     
the extent to which the rights include an over-subscription privilege with respect to unsubscribed securities; and
     
the material terms of any standby underwriting agreement or other arrangement entered into by us in connection with the rights offering.

 

Each right would entitle the holder of the rights to purchase for cash the principal amount of securities at the exercise price set forth in the applicable prospectus supplement. Rights may be exercised at any time up to the close of business on the expiration date for the rights provided in the applicable prospectus supplement. After the close of business on the expiration date, all unexercised rights will become void.

 

If less than all of the rights issued in any rights offering are exercised, we may offer any unsubscribed securities directly to persons other than our security holders, to or through agents, underwriters, or dealers, or through a combination of such methods, including pursuant to standby arrangements, as described in the applicable prospectus supplement.

 

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DESCRIPTION OF UNITS

 

We may issue units comprised of one or more of the other securities described in this prospectus in any combination. Each unit will be issued so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder of each included security. The unit agreement under which a unit is issued may provide that the securities included in the unit may not be held or transferred separately, at any time or at any time before a specified date.

 

The applicable prospectus supplement may describe:

 

  the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately;

 

  any provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units; and

 

  any additional terms of the governing unit agreement.

 

The applicable prospectus supplement will describe the terms of any units. The preceding description and any description of units in the applicable prospectus supplement does not purport to be complete and is subject to and is qualified in its entirety by reference to the unit agreement and, if applicable, collateral arrangements and depositary arrangements relating to such units.

 

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TAXATION

 

Our most recent Annual Report on Form 20-F provides a discussion of certain tax considerations that may be relevant to prospective investors in our securities. The applicable prospectus supplement may also contain information about certain material tax considerations relating to the securities covered by such prospectus supplement. You should consult your own tax advisors prior to acquiring any of our securities.

 

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PLAN OF DISTRIBUTION

 

We may sell the securities offered by this prospectus in any one or more of the following ways (or in any combination) from time to time:

 

  directly to investors, including through privately negotiated transactions, a specific bidding, auction or other process;

 

  to investors through agents;

 

  directly to agents;

 

  to or through underwriters or dealers;

 

  in “at the market” offerings, within the meaning of the Rule 415(a)(4) of the Securities Act, to or through a market maker or into an existing trading market on an exchange or otherwise;

 

  through a combination of any such methods of sale; or

 

  through any other method permitted by applicable law and described in the applicable prospectus supplement.

 

The accompanying prospectus supplement will set forth the terms of the offering and the method of distribution and will identify any firms acting as underwriters, dealers or agents in connection with the offering, including:

 

  the names and addresses of any underwriters, dealers or agents;

 

  the purchase price of the securities and the proceeds to us from the sale, if any;

 

  any over-allotment options under which underwriters may purchase additional securities from us;

 

  any underwriting discounts and other items constituting compensation to underwriters, dealers or agents;

 

  any public offering price, any discounts or concessions allowed or reallowed or paid to dealers; and

 

  any securities exchange or market on which the securities offered in the prospectus supplement may be listed.

 

If underwriters are used in the sale, the underwriters will acquire the offered securities for their own account and may resell them from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The offered securities may be offered either to the public through underwriting syndicates represented by one or more managing underwriters or by one or more underwriters without a syndicate. Unless otherwise set forth in a prospectus supplement, the obligations of the underwriters to purchase any series of securities will be subject to certain conditions precedent and the underwriters will be obligated to purchase all of such series of securities if any are purchased. Only those underwriters identified in such prospectus supplement are deemed to be underwriters in connection with the securities offered in the prospectus supplement. Any underwritten offering may be on a best efforts or a firm commitment basis.

 

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In connection with the sale of our securities, underwriters or agents may receive compensation (in the form of discounts, concessions or commissions) from us, or from purchasers of securities for whom they may act as agents. Underwriters may sell securities to or through dealers, and such dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agents. Underwriters, dealers and agents that participate in the distribution of our securities may be deemed to be “underwriters” as that term is defined in the Securities Act, and any discounts allowed or commissions paid, and any profit on the resale of the securities they realize may be deemed to be underwriting discounts and commissions under the Securities Act. Any person who may be deemed to be an underwriter will be identified, and the compensation received from us will be described, in the prospectus supplement. Maximum compensation to any underwriters, dealers or agents will not exceed any applicable Financial Industry Regulatory Authority limitations.

 

Underwriters and agents may be entitled to indemnification by us against some civil liabilities, including liabilities under the Securities Act, or to contributions with respect to payments which the underwriters or agents may be required to make relating to these liabilities. Underwriters and agents may be customers of, engage in transactions with, or perform services for us in the ordinary course of business.

 

Unless otherwise specified in the related prospectus supplement, each series of securities will be a new issue with no established trading market, other than our Ordinary Shares, which are listed on the Nasdaq Capital Market. Any Ordinary Shares sold pursuant to a prospectus supplement will be listed on the Nasdaq Capital Market, subject to official notice of issuance. We may elect to list any series of debt securities on an exchange, but we are not obligated to do so. It is possible that one or more underwriters may make a market in the securities, but such underwriters will not be obligated to do so and may discontinue any market making at any time without notice. No assurance can be given as to the liquidity of, or the trading market for, any offered securities.

 

The aggregate proceeds to us from the sale of our Ordinary Shares will be the purchase price of our Ordinary Shares less discounts or commissions, if any. We reserve the right to accept and, together with our agents from time to time, to reject, in whole or in part, any proposed purchase of our Ordinary Shares to be made directly or through agents.

 

To facilitate the offering of the Ordinary Shares offered by us, certain persons participating in the offering may engage in transactions that stabilize, maintain or otherwise affect the price of our Ordinary Shares. This may include over-allotments or short sales, which involve the sale by persons participating in the offering of more shares than were sold to them. In these circumstances, these persons would cover such over-allotments or short positions by making purchases in the open market or by exercising their over-allotment option, if any. In addition, these persons may stabilize or maintain the price of our Ordinary Shares by bidding for or purchasing shares in the open market or by imposing penalty bids, whereby selling concessions allowed to dealers participating in the offering may be reclaimed if shares sold by them are repurchased in connection with stabilization transactions. The effect of these transactions may be to stabilize or maintain the market price of our Ordinary Shares at a level above that which might otherwise prevail in the open market. These transactions may be discontinued at any time.

 

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EXPENSES OF ISSUANCE AND DISTRIBUTION

 

The following table sets forth the various expenses in connection with the sale and distribution of the securities being registered. We will bear all of the expenses shown below.

  

Securities and Exchange Commission registration fee   $ 13,905  
Printing expenses     *  
Legal fees and expenses     *  
Accounting fees and expenses     *  
Transfer agent fees and expenses     *  
Miscellaneous     *  
Total   $ *  

 

*The amount of securities and number of offerings are indeterminable, and the expenses cannot be estimated at this time. The applicable prospectus supplement will set forth the estimated aggregate amount of expenses payable in respect of any offering of securities.

 

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LEGAL MATTERS

 

Except as otherwise set forth in the applicable prospectus supplement, the validity of any securities offered pursuant to this prospectus will be passed upon by Conyers Dill & Pearman. Certain other legal matters relating to U.S. federal law and the laws of the State of New York will be passed upon for us by Bevilacqua PLLC. Legal matters as to Thailand law will be passed upon for us by Watson Farley & Williams (Thailand) Limited. Bevilacqua PLLC may rely upon Conyers Dill & Pearman with respect to matters governed by Cayman Islands law and Watson Farley & Williams (Thailand) Limited with respect to matters governed by Thailand law.

 

If legal matters in connection with offerings made pursuant to this prospectus are passed upon by counsel to underwriters, dealers or agents, such counsel will be named in the applicable prospectus supplement relating to any such offering.

 

EXPERTS

 

Our consolidated financial statements as of December 31, 2020 and 2019 and for the years then ended included in this registration statement have been audited by Wei, Wei & Co., LLP, an independent registered public accounting firm, as stated in their report appearing herein. Such financial statements are included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

 

The offices of Wei, Wei & Co., LLP are located at 133-10 39th Avenue, Flushing, New York 11354.

 

INDEMNIFICATION

 

Insofar as indemnification by us for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling the company pursuant to provisions of our amended and restated memorandum and articles of association, or otherwise, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification by such director, officer or controlling person of us in the successful defense of any action, suit or proceeding is asserted by such director, officer or controlling person in connection with the securities being offered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

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ENFORCEMENT OF CIVIL LIABILITIES

 

We are incorporated under the laws of the Cayman Islands as an exempted company with limited liability. We are incorporated in the Cayman Islands because of certain benefits associated with being a Cayman Islands company, such as political and economic stability, an effective judicial system, a favorable tax system, the absence of foreign exchange control or currency restrictions and the availability of professional and support services. However, the Cayman Islands has a less developed body of securities laws as compared to the United States and provides less protection for investors. In addition, Cayman Islands companies may not have standing to sue before the federal courts of the United States.

 

Our constitutional documents do not contain provisions requiring that disputes, including those arising under the securities laws of the United States, between us, our officers, directors and shareholders, be subject to arbitration.

 

Substantially all of our assets are located outside the United States. In addition, most of our directors and executive officers are nationals or residents of jurisdictions other than the United States and all or a substantial portion of their assets are located outside the United States. As a result, it may be difficult for investors to effect service of process within the United States upon us or these persons, or to enforce judgments obtained in U.S. courts against us or them, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States. It may also be difficult for you to enforce judgments obtained in U.S. courts based on the civil liability provisions of the U.S. federal securities laws against us and our officers and directors.

 

Conyers Dill & Pearman, our counsel as to Cayman Islands law, has advised us that there is uncertainty as to whether the courts of the Cayman Islands would (i) recognize or enforce judgments of U.S. courts obtained against us or our directors or officers that are predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States, or (ii) entertain original actions brought in the Cayman Islands against us or our directors or officers that are predicated upon the securities laws of the United States or any state in the United States.

 

Conyers Dill & Pearman has informed us that although there is no statutory enforcement in the Cayman Islands of judgments obtained in the federal or state courts of the United States (and the Cayman Islands are not a party to any treaties for the reciprocal enforcement or recognition of such judgments), the courts of the Cayman Islands would recognize as a valid judgment, a final and conclusive judgment in personam obtained in the foreign courts against our company under which a sum of money is payable (other than a sum of money payable in respect of multiple damages, taxes or other charges of a like nature or in respect of a fine or other penalty) or, in certain circumstances, an in personam judgment for non-monetary relief, and would give a judgment based thereon provided that (a) such courts had proper jurisdiction over the parties subject to such judgment, (b) such courts did not contravene the rules of natural justice of the Cayman Islands, (c) such judgment was not obtained by fraud, (d) the enforcement of the judgment would not be contrary to the public policy of the Cayman Islands, (e) no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands, and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands.

 

We have appointed Cogency Global Inc., 122 East 42nd Street, 18th Floor, New York, NY 10168, as our agent upon whom process may be served in any action brought against us under the securities laws of the United States.

 

MATERIAL CHANGES

 

Except for the unaudited condensed consolidated financial statements for the six months ended June 30, 2021 and 2020 incorporated by reference and as otherwise disclosed in this prospectus, there have been no reportable material changes that have occurred since December 31, 2020, and that have not been described in a report on Form 6-K furnished under the Exchange Act and incorporated by reference into this prospectus.

 

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FINANCIAL STATEMENTS

  

GUARDFORCE AI CO., LIMITED AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2020 and 2019

 

Contents   Page(s)
     
Report of Independent Registered Public Accounting Firm   F-2
Consolidated Statements of Financial Position   F-3
Consolidated Statements of Profit or Loss   F-4
Consolidated Statements of Comprehensive Income (Loss)   F-5
Consolidated Statements of Changes in Equity (Deficit)   F-6
Consolidated Statements of Cash Flows   F-7
Notes to the Consolidated Financial Statements   F-8

 

F-1

 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Shareholders of Guardforce AI Co., Limited

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated statements of financial position of Guardforce AI Co., Limited and subsidiaries (the “Company”) as of December 31, 2020 and 2019, and the related consolidated statements of profit or loss, comprehensive income (loss), changes in equity, and cash flows for each of the years in the two-year period ended December 31, 2020, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of their operations and their cash flows for each of the two years in the period ended December 31, 2020, in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

/s/ Wei, Wei & Co., LLP

  

Flushing, New York
April 29, 2021, except for Notes 2, 17, 18, 21 and 24 which are dated September 14, 2021

 

We have served as the Company's auditor since 2019. In October 2021, we became the predecessor auditor.

 

F-2

 

 

Guardforce AI Co., Limited and Subsidiaries

Consolidated Statements of Financial Position

(Expressed in U.S. Dollars)

 

          December 31,  
    Note     2020     2019  
                   
Assets                  
Current assets:                  
Cash and cash equivalents     3     $ 8,414,044     $ 6,078,691  
Accounts receivable, net     5       5,468,911       5,564,630  
Withholding taxes receivables     6       690,487       -  
Other current assets     7       1,584,884       1,653,469  
Inventory     4       495,081       -  
Amount due from related parties     21       373,268       105,744  
Total current assets             17,026,675       13,402,534  
                         
Restricted cash     3       1,715,866       1,609,030  
Long-term loan to related party     21       -       315,173  
Fixed assets, net     8       7,884,354       9,129,976  
Right-of-use assets     9       4,190,351       6,173,590  
Intangible assets, net     10       223,408       253,452  
Withholding taxes receivable, net     6       3,534,552       6,865,971  
Deferred tax assets, net     15       1,038,346       1,008,520  
Other non-current assets     7       361,275       532,074  
Total Assets           $ 35,974,827     $ 39,290,320  
                         
Liabilities and (Deficit) Equity                        
Current liabilities:                        
Trade and other payables     11     $ 1,540,411     $ 1,465,938  
Short-term borrowings from financial institutions     12       494,994       1,969,666  
Short-term borrowings from related parties     21       -       2,937,301  
Short-term borrowings from third party     13       -       14,303,359  
Current portion of operating lease liabilities     9       2,211,984       3,177,473  
Current portion of finance lease liabilities, net     14       632,105       591,997  
Other current liabilities     11       1,249,106       1,895,113  
Income tax payables             284,627       -  
Amount due to related parties     21       1,670,469       299,384  
Total current liabilities             8,083,696       26,640,231  
                         
Long-term borrowings from financial institutions     12       993,869       199,447  
Operating lease liabilities     9       2,106,429       3,025,844  
Long-term borrowings from related parties     21       19,085,812       -  
Finance lease liabilities, net     14       1,023,366       1,658,096  
Provision for employee benefits     16       6,841,673       6,439,795  
Total liabilities             38,134,845       37,963,413  
                         
Commitments and Contingencies     22                  
                         
(Deficit) Equity                        
Ordinary shares* – par value $0.003 authorized 100,000,000 shares, issued and outstanding 17,356,090 shares at December 31, 2020; par value $0.003 authorized 16,666,663 shares, issued and outstanding 16,666,663 shares at December 31, 2019     17       52,069       50,000  
Subscription receivable             (50,000 )     (50,000 )
Additional paid in capital             2,082,795       2,360,204  
Legal reserve     20       223,500       223,500  
Deficit             (4,722,294 )     (1,596,270 )
Accumulated other comprehensive income             204,249       273,579  
Total (deficit) equity attributable to equity holders of the Company             (2,209,681 )     1,261,013  
Total equity attributable to non-controlling interests             49,663       65,894  
Total (deficit) equity             (2,160,018 )     1,326,907  
Total Liabilities and (Deficit) Equity           $ 35,974,827     $ 39,290,320  

 

* Giving retroactive effect to the reverse split on August 20, 2021.

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-3

 

 

Guardforce AI Co., Limited and Subsidiaries

Consolidated Statements of Profit or Loss

(Expressed in U.S. Dollars)

 

          For the years ended
December 31,
 
    Note     2020     2019  
                   
Revenue           $ 37,648,782     $ 38,571,080  
Cost of revenue             (31,374,098 )     (33,928,496 )
Gross margin             6,274,684       4,642,584  
                         
Provision for and write off of withholding taxes receivable     6       (1,722,762 )     -  
Administrative expenses     19       (6,674,472 )     (4,753,566 )
(Loss) from operations             (2,122,550 )     (110,982 )
                         
Other income, net             52,956       160,168  
Foreign exchange gains, net             68,924       985,829  
Finance costs             (898,748 )     (886,465 )
(Loss) profit before provision for income taxes             (2,899,418 )     148,550  
                         
Provision for income taxes     15       (242,837 )     (88,473 )
Net (loss) profit for the year             (3,142,255 )     60,077  
Less: net loss (profit) attributable to non-controlling interests             16,231       (6,042 )
Net (loss) profit attributable to equity holders of the Company           $ (3,126,024 )   $ 54,035  
                         
(Loss) earnings per share                        
Basic and diluted (loss) profit for the year attributable to ordinary equity holders of the Company*     17     $ (0.18 )   $ 0.00  
                         
Weighted average number of shares used in computation:                        
Basic and diluted*     17       17,224,232       16,666,663  

 

* Giving retroactive effect to the reverse split on August 20, 2021.

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-4

 

 

Guardforce AI Co., Limited and Subsidiaries

Consolidated Statements of Comprehensive Income (Loss)

(Expressed in U.S. Dollars)

 

          For the years ended
December 31,
 
    Note     2020     2019  
                   
Net (loss) profit for the year           $ (3,142,255 )   $ 60,077  
Currency translation differences     2.6       (60,558 )     226,031  
Remeasurements of defined benefit plan             (8,772 )     (131,713 )
Total comprehensive income (loss) for the year           $ (3,211,585 )   $ 154,395  
                         
Attributable to:                        
Equity holders of the Company           $ (3,181,717 )   $ 152,954  
Non-controlling interests             (29,868 )     1,441  
            $ (3,211,585 )   $ 154,395  

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-5

 

  

Guardforce AI Co., Limited and Subsidiaries

Consolidated Statements of Changes in Equity (Deficit)

(Expressed in U.S. Dollars)

  

    Number of
Shares*
    Amount
($0.003
par*)
    Subscription
Receivable
    Addition
Paid-in
Capital
    Legal
Reserve
    Accumulated
Other
Comprehensive
Income
    Deficit     Non-
controlling Interests
    Total  
Balance as at December 31, 2018     16,666,663     $ 50,000     $ (50,000 )   $ 2,360,204     $ 223,500     $ 179,261     $ (1,650,305 )   $ 59,852     $ 1,172,512  
                                                                         
Currency translation adjustments     -       -       -       -       -       226,031       -       -       226,031  
Remeasurements of defined benefit plan     -       -       -       -       -       (131,713 )     -       -       (131,713 )
Net profit for the year     -       -       -       -       -       -       54,035       6,042       60,077  
                                                                         
Balance as at December 31, 2019     16,666,663       50,000       (50,000 )     2,360,204       223,500       273,579       (1,596,270 )     65,894       1,326,907  
                                                                         
Currency translation adjustments                                             (60,558 )                     (60,558 )
Capital distribution                             (376,276 )                                     (376,276 )
Stock-based compensation expenses     689,427       2,069               98,867                                       100,936  
Remeasurements of defined benefit plan                                             (8,772 )                     (8,772 )
Net loss for the year                                                     (3,126,024 )     (16,231 )     (3,142,255 )
                                                                         
Balance as at December 31, 2020     17,356,090     $ 52,069     $ (50,000 )   $ 2,082,795     $ 223,500     $ 204,249     $ (4,722,294 )   $ 49,663     $ (2,160,018 )

 

* Giving retroactive effect to the reverse split on August 20, 2021.

 

The accompanying notes are an integral part of these consolidated financial statements

  

F-6

 

 

Guardforce AI Co., Limited and Subsidiaries

Consolidated Statements of Cash Flows

(Expressed in U.S. Dollars)

 

    For the years ended
December 31,
 
    2020     2019  
Operating activities            
Net (loss) profit   $ (3,142,255 )   $ 60,077  
Adjustments to reconcile net (loss) profit to net cash provided by operating activities:                
Depreciation     4,979,274       5,246,912  
Amortization of intangible assets     54,745       43,129  
Interest income     -       (8,728 )
Stock-based compensation     100,936       -  
Interest expense     650,492       515,846  
Deferred tax     (30,135 )     55,545  
Recovery of doubtful accounts, net     (2,872 )     (19,554 )
Provision for withholding taxes receivable     1,012,543       -  
Write off of withholding taxes receivable     710,219       -  
Gain from fixed assets disposal     (431 )     (27,504 )
Changes in operating assets and liabilities:                
Accounts and other receivables     389,320       858,205  
Other current assets     123,764       122,371  
Inventory     (484,745 )     -  
Amount due from related parties     (373,003 )     (12,930 )
Other non-current assets     162,998       (196,184 )
Trade and other payables     (561,769 )     (446,040 )
Other current liabilities     (670,072 )     (177,789 )
Income tax payables     272,972       -  
Amount due to related parties     529,489       (381,737 )
Withholding taxes receivable     799,606       (960,497 )
Provision for employee benefits     386,425       321,489  
Net cash provided by operating activities     4,907,501       4,992,611  
                 
Investing activities                
Purchase of property and equipment     (1,405,190 )     (433,513 )
Proceeds from disposal of property and equipment     -       29,164  
Purchase of intangible assets     (26,316 )     (47,163 )
Net cash used in investing activities     (1,431,506 )     (451,512 )
                 
Financing activities                
Proceeds from borrowings     7,363,163       3,122,656  
Repayment of borrowings     (5,371,766 )     (1,072,216 )
Interest paid     (248,047 )     (260,179 )
Lease payments     (2,876,314 )     (3,519,282 )
Net cash used in financing activities     (1,132,964 )     (1,729,021 )
                 
Effect of exchange rate changes on cash     99,158       (585,922 )
Net increase in cash and cash equivalents, and restricted cash     2,442,189       2,226,156  
Cash and cash equivalents, and restricted cash at beginning of year     7,687,721       5,461,565  
Cash and cash equivalents, and restricted cash at end of year   $ 10,129,910     $ 7,687,721  
                 
Non-cash investing and financing activities                
Leasehold improvements through finance leases   $ -     $ 62,295  

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-7

 

  

Guardforce AI Co., Limited and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2020 and 2019

(Expressed in U.S. Dollars)

 

1. NATURE OF OPERATIONS

 

Guardforce AI Co., Limited (“Guardforce”) is a company incorporated and domiciled in the Cayman Islands under the Companies Act on April 20, 2018. The address of its registered office is 96 Vibhavadi Rangsit Road, Talad Bangkhen, Laksi, Bangkok 10210, Thailand. Guardforce is controlled by Guardforce AI Technology Limited (“AI Technology”).

 

Guardforce AI Holding Limited (“AI Holdings”) was incorporated in the British Virgin Islands under the BVI Business Companies Act, 2004, on May 22, 2018. AI Holdings is a 100% owned subsidiary of Guardforce. AI Holdings’ registered office is located in British Virgin Islands.

 

Guardforce AI Robots Limited (“AI Robots”) was incorporated in the British Virgin Islands under the BVI Business Companies Act, 2004, on May 22, 2018. AI Robots is a 100% owned subsidiary of Guardforce.

 

Guardforce AI (Hong Kong) Co., Limited (“AI Hong Kong”) was incorporated in Hong Kong under the Hong Kong Companies’ Ordinance (Chapter 622), on May 30, 2018. AI Hong Kong is a 100% owned subsidiary of Guardforce. Beginning March 2020, AI Hong Kong commenced robotic AI solution business of selling robots.

 

Southern Ambition Limited (“Southern Ambition”) was incorporated in the British Virgin Islands under the BVI Business Companies Act, 2004, on August 3, 2018. Southern Ambition is a 100% owned subsidiary of AI Robots.

 

Horizon Dragon Limited (“Horizon Dragon”) was incorporated in the British Virgin Islands under the BVI Business Companies Act, 2004, on July 3, 2018. Horizon Dragon is a 100% owned subsidiary of AI Holdings.

  

Guardforce AI Group Co., Limited (“AI Thailand”) was incorporated in Thailand under the Civil and Commercial Code at the Registry of partnerships and Companies, Bangkok Metropolis, Thailand, on September 21, 2018 and has 100,000 ordinary plus preferred shares outstanding. 48,999 of the shares in AI Thailand are owned by Southern Ambition Limited, with one share being held by Horizon Dragon Limited, for an aggregate of 49,000 ordinary shares, or 49%, and 51,000 cumulative preferred shares are owned by two individuals of Thailand. The 49,000 ordinary shares with a value of approximately $16,000 and the value of the cumulative preferred shares of approximately $17,000 has not been received as of December 31, 2018. The cumulative preferred shares are entitled to dividends of $0.03 per share when declared. The cumulative unpaid dividends of the preferred shares as of December 31, 2020 is approximately $1,700. Pursuant to article of associates of AI Thailand, the holder of an ordinary share may cast one vote per share at a general meeting of shareholders, the holder of preferred shares may cast one vote for every 20 preferred shares held at a general meeting of shareholders. Southern Ambition is entitled to cast more than 95% of the votes at a general meeting of shareholders. No dividends were declared during the years ended December 31, 2020, and 2019.

 

Guardforce Cash Solutions Security Thailand Co., Limited (“GF Cash (CIT)”) was incorporated in Thailand under the Civil and Commercial Code at the Registry of partnerships and Companies, Bangkok Metropolis, Thailand, on July 27, 1982 and has 3,857,144 outstanding shares. 3,799,544 ordinary shares and 21,599 preferred shares of the outstanding shares in GF Cash (CIT) (approximately 99.07% of the shares in GF Cash (CIT)) are owned by AI Thailand with one share being held by Southern Ambition and 33,600 ordinary shares and 2,400 preferred shares (approximately 0.933% of the shares in GF Cash (CIT)) being held by Bangkok Bank Public Company Limited. Pursuant to the articles of associates a shareholder may cast one vote per one share at a general meeting of shareholders. AI Thailand is entitled to cast 99.07% of the votes at a general meeting of shareholders. GF Cash (CIT)’s head office is located at No. 96 Vibhavadi-Rangsit Road, Talad Bang Khen Sub-District, Laksi District, Bangkok, Thailand. Beginning March 2020, GF Cash (CIT) commenced robotic AI solution business of selling and leasing of robots. No dividends were declared during the years ended December 31, 2020 and 2019.

 

F-8

 

 

97% of the shares of GF Cash (CIT) are owned by AI Thailand and Southern Ambition, which were previously held by Guardforce TH Group Co., Ltd and Guardforce 3 Limited, with the same majority shareholder.

 

The reorganization of Guardforce and its subsidiaries (collectively referred to as the “Company) was completed on December 31, 2018. Pursuant to the reorganization, Guardforce became the holding company of the companies, which were under the common control of the controlling shareholder before and after the reorganization. Accordingly, the Company’s financial statements have been prepared on a consolidated basis by applying the predecessor value method as if the reorganization had been completed at the beginning of the earliest reporting period. The Company engages principally in providing cash management and handling services located in Thailand. 

 

The following diagram illustrates the Company’s legal entity ownership structure as of December 31, 2020:

 

 

2. SIGNIFICANT ACCOUNTING POLICIES

 

The following is a summary of significant accounting policies used in the preparation of these consolidated financial statements.

 

The financial statements were approved by the board of directors and authorized for issuance on April 29, 2021.

 

2.1 Basis of presentation

 

The consolidated financial statements of Guardforce and subsidiaries have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). All amounts are presented in United States dollars (“USD”) and have been rounded to the nearest USD. Certain prior year balances have been reclassified to conform to current year’s presentation.

 

F-9

 

  

On August 20, 2021, the shareholders of the Company approved a 1 for 3 reverse split of the Company’s authorized and issued ordinary shares whereby every three shares were consolidated into one share (the “Reverse Split”). In addition, the par value of each ordinary share increased from $0.001 to $0.003. The financial statements and all share and per share amounts have been retroactively restated to reflect the Reverse Split.

 

In addition, the accompanying financial statements are presented on the basis that the Company is a going concern. The going concern assumption contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

 

The Company incurred a net loss of approximately $3.1 million during the year ended December 31, 2020. As of December 31, 2020, the Company had a deficit of approximately $2.2 million and cash and cash equivalents and restricted cash of approximately $10.1 million. The Company’s ability to continue as a going concern is dependent upon the Company’s profit generating operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

The Company expects to finance operations primarily through cash flow from operations and borrowings from financial institutions and related parties. In the event that the Company requires additional funding to finance the growth of the Company’s current and expected future operations as well as to achieve our strategic objectives, the related parties indicated the intent and ability to provide additional equity financing.

 

These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s continuation as a going concern is dependent on the Company’s ability to meet obligations as they become due and to obtain additional equity or alternative financing required to fund operations until sufficient sources of recurring revenues can be generated. While there can be no assurance that the Company will be successful in its plans described above or in attracting equity or alternative financing on acceptable terms, management of the Company believes that, based on consideration of its most recent projections for year 20201, the Company has the ability to meet its working capital requirements over the next 12 months.

  

2.2 Basis of consolidation

 

The consolidated statements of profit or loss and other comprehensive (loss) income, changes in equity (deficit) and cash flows of the Company for the relevant periods include the results and cash flows of all companies now comprising the Company from the earliest date presented or since the date when the subsidiaries and/or businesses first came under the common control of the controlling shareholders, wherever the period is shorter.

 

The consolidated statements of financial position of the Company as at December 31, 2020 and 2019 have been prepared to present the assets and liabilities of the subsidiaries using the existing book values from the controlling shareholders’ perspective.

 

Equity interests in subsidiaries held by parties other than the controlling shareholders are presented as non-controlling interests in equity.

 

All intra-group and inter-company transactions and balances have been eliminated on consolidation.

 

F-10

 

 

2.3 Business combinations under common control

 

IFRS 3 Business combinations does not include specific measurement guidance for transfers of businesses or subsidiaries between entities under common control. Accordingly, the Company has accounted for such transactions taking into consideration other guidance in the IFRS framework and pronouncements of other standard-setting bodies. The Company recorded assets and liabilities recognized as a result of transactions between entities under common control at the carrying value on the transferor’s financial statements, and to have the consolidated statements of financial position, profit or loss, comprehensive income, changes in equity and cash flows reflect the results of combining entities for all periods presented for which the entities were under the transferor’s common control, irrespective of when the combination takes place.

 

2.4 Non-controlling interest

 

The non-controlling interest represents the portion of the equity (net assets) in the subsidiary not directly or indirectly attributable to the Company. Non-controlling interests are presented as a separate component of equity on the consolidated statements of financial position, profit or loss, comprehensive income and changes in equity attributed to controlling and non-controlling interests.

  

2.5 Use of estimates

 

The preparation of the consolidated financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from these estimates. Significant estimates during the years ended December 31, 2020 and 2019 include the provision for sales returns, allowance for withholding tax receivables, allowance for doubtful accounts, useful life of fixed assets, and valuation of deferred tax assets. The estimated the amount for sales warranty on the sale of robots during December 31, 2020 was $nil.

 

2.6 Foreign currency translation

 

The reporting currency of the Company is the U.S. dollar (“USD”). The functional currency of Guardforce, AI Holdings, AI Robots, Horizon Dragon, Southern Ambition, is the USD. The functional currency of AI Hong Kong is the Hong Kong dollar. The functional currency of AI Thailand and GF Cash (CIT) to the Thai Baht (“Baht” or “THB”).

 

The currency exchange rates that impact our business are shown in the following table:

 

    Period End Rate     Average Rate  
    As of December 31,     For the Year Ended  
    2020     2019     2020     2019  
Thai Baht     0.0333       0.0334       0.0320       0.0324  
Hong Kong Dollar     0.1282       0.1280       0.1282       0.1280  

  

2.7 Financial risk management

 

2.7.1 Financial risk factors

 

The Company’s activities expose it to a variety of financial risks: foreign exchange risk, interest rate risk and liquidity risk. The Company’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Company’s financial performance.

 

  (i) Foreign exchange risk

 

The Company is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the THB, Hong Kong Dollar and the USD. Foreign exchange risk arises when future commercial transactions or recognized assets and liabilities are denominated in a currency that is not the respective reporting currency of the Company’s subsidiaries. The functional currency of the Company and majority of its overseas subsidiaries is the USD whereas the functional currency of the subsidiaries which operate in Thailand is the THB. The Company currently does not hedge transactions undertaken in foreign currencies but manages its foreign exchange risk by performing regular reviews of the Company’s net foreign exchange exposures.

 

F-11

 

  

If the THB had strengthened/weakened by 1.56% against the USD (the average monthly variance during the 2-year period ended December 31, 2020 with all other variables held constant, the post-tax profit would have been approximately $210,000 higher/lower and $193,000 higher/lower, for the years ended December 31, 2020 and 2019, respectively, as a result of net foreign exchange gains/losses on translation of net monetary assets denominated in the THB/USD which is not the functional currency of the respective Company’s entities.

 

  (ii) Interest rate risk

 

The Company’s exposure to changes in interest rates are mainly attributable to its borrowings and loans. At the reporting date, if interest rates on borrowings had been 100 basis points higher/lower with all other variables held constant, the Company’s post-tax results for the year would have been approximately $12,000 and $132,000 lower/higher for the years ended December 31, 2020 and 2019, respectively, mainly as a result of higher/lower interest expense on floating rate borrowings.

 

  (iii) Liquidity risk

 

Prudent liquidity management implies maintaining sufficient cash and cash equivalents and the availability of funding through an adequate amount of committed credit facilities.

 

The Company’s primary cash requirements are for operating expenses and purchases of fixed assets. The Company mainly finances its working capital requirements from cash generated from operation and proceeds from bank borrowings and finance leases.

 

The Company’s policy is to regularly monitor current and expected liquidity requirements to ensure it maintains sufficient cash and cash equivalents and an adequate amount of committed credit facilities to meet its liquidity requirements in the short and long term.

 

At the reporting date, the contractual undiscounted cash flows of the Company’s current financial liabilities approximate their respective carrying amounts due to their short maturities.

 

The table below analyses the Company’s non-derivative financial liabilities into relevant maturity groupings based on the remaining period at the reporting date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows, including interest if applicable.

 

Year ended December 31, 2020   Due Within
1 year
    1 to 5
years
    >5 years     Total  
 
Trade and other payables   $ 1,540,411     $ -     $ -     $ 1,540,411  
Borrowings from financial institutions     494,994       993,869       -       1,488,863  
Borrowings from related parties     -       19,085,812       -       19,085,812  
Amount due to related parties     1,670,469       -               1,670,469  
Other current liabilities     1,249,106       -       -       1,249,106  
Income tax payables     284,627       -       -       284,627  
Lease liabilities     2,211,984       2,106,429       -       4,318,413  
Finance lease liabilities     701,796       1,074,047       -       1,775,843  
Provision for employee benefits     479,261       1,478,194       36,040,019       37,997,474  
    $ 8,632,648     $ 24,738,351     $ 36,040,019     $ 69,411,018  

 

F-12

 

 

Year ended December 31, 2019   Due Within
1 year
    1 to 5
years
    >5 years     Total  
 
Trade and other payables   $ 1,765,322     $ -     $ -     $ 1,765,322  
Borrowings from financial institutions     1,969,666       199,447       -       2,169,113  
Borrowings from third party     14,303,359       -       -       14,303,359  
Borrowings from related party     1,499,998       1,437,303       -       2,937,301  
Other current liabilities     1,895,113       -       -       1,895,113  
Lease liabilities     3,354,144       3,058,601       76,007       6,488,752  
Finance lease liabilities     617,178       1,885,872       -       2,473,050  
Provision for employee benefits     463,787       1,239,353       41,217,320       42,920,460  
    $ 25,868,567     $ 7,790,576     $ 41,293,327     $ 74,952,470  

 

2.7.2 Capital risk management

 

The Company’s objectives on managing capital are to safeguard the Company’s ability to continue as a going concern and support the sustainable growth of the Company in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to enhance shareholders’ value in the long term.

 

In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return of capital to shareholders, issue new shares or sell assets to reduce debt.

 

In the opinion of the directors of the Company, the Company’s capital risk is low.

 

2.7.3 Impact of COVID-19

 

The Coronavirus Disease (COVID-19) outbreak and the measures taken to contain the spread of the pandemic have created a high level of uncertainty to global economic prospects and this has impacted the Company’s operations and its financial performance in year 2020. As COVID-19 continues to evolve with significant level of uncertainty, management of the Company is unable to reasonably estimate the full financial impact of COVID-19 on the Company’s financial results in year 2021. The Company is monitoring the situation closely and to mitigate the financial impact, it is conscientiously managing its cost by adopting an operating cost reduction strategy and conserving liquidity by working with major creditors to align repayment obligations with receivable collections. Based on the Company’s most recent projections for year 2021 and with over $8 million in cash and cash equivalents, management of the Company believes that the Company will be able to continue to operate as a going concern in the foreseeable future for at least the next 12 months.

 

2.8 Fair value measurements

 

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurement for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.

 

F-13

 

 

Accounting guidance establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level input that is significant to the fair value measurement. Accounting guidance establishes three levels of inputs that may be used to measure fair value:

 

Level 1—Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

 

Level 2—Include other inputs that are directly or indirectly observable in the marketplace.

 

Level 3—Unobservable inputs which are supported by little or no market activity.

 

Accounting guidance also describes three main approaches to measuring the fair value of assets and liabilities: the (1) market approach, (2) income approach and (3) cost approach. The market approach uses prices and other relevant information generated from market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts to a single present value amount. The measurement is based on the value indicated by current market expectations about those future amounts. The cost approach is based on the amount that would currently be required to replace an asset.

 

Financial assets and liabilities of the Company mainly consist of cash and cash equivalents, restricted cash, trade and other receivables, amounts due from related parties, and other current assets, trade payables, amounts due to related parties, accruals and other liabilities. As of December 31, 2020 and 2019, the carrying values of cash and cash equivalents, restricted cash, trade receivables, amounts due from related parties, prepayments and other current assets, trade payables, amounts due to related parties, accruals and other liabilities approximate their fair values due to the short-term maturity of these instruments.

 

2.9 Cash and cash equivalents and restricted cash

 

Cash and cash equivalents include highly liquid investments with original maturities of three months or less.

 

Restricted cash represents cash pledged with a local bank as collateral for bank guarantees issued by those banks in respect of project performance and for electricity usage. The restricted cash for projects that are expected to be completed within one year are classified as a current asset.

  

2.10 Accounts receivable, net and other receivables

 

Accounts and other receivables are recorded at net realizable value consisting of the carrying amount less an allowance for doubtful accounts as needed. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts and other receivables and accounts receivable from related parties. The Company determines the allowance for its accounts receivable from contracted customers based on aging data, historical collection experience, customer specific facts and economic conditions. The Company writes off accounts receivable when amounts are deemed uncollectible. The Company extends unsecured credit to its customers in the ordinary course of business but mitigates the associated risks by performing credit checks and actively pursuing past due accounts.

 

In determining the amount of the allowance for doubtful accounts, prior to January 1, 2020, the Company applied the following percentages: 5% to receivables from 61 to 90 days; 30% to receivables from 91 to 180 days and 60% to receivables from 181 to 365 days. Account balances older than one year were charged off against the allowance after all means of collection of been exhausted (both legally and commercially speaking) and the potential for recovery was considered remote. No allowance was established for the Company’s due from related parties and other receivables as the amounts were deemed fully collectible. During the year ended December 31, 2020, the Company revised its allowance methodology to a specific provision basis in that an allowance for doubtful accounts is established and recorded based on management’s assessment of the credit history of its customers and current relationships with them. This revision in the allowance methodology did not have any material effect on the Company’s net accounts receivable as of December 31, 2019.

 

The Company did not have any write offs during the years ended December 31, 2020 and 2019. The Company recognized a recovery of its bad debt expense of $2,872 and $19,554 during the years ended December 31, 2020 and 2019, respectively.

 

F-14

 

  

2.11 Inventory

 

Inventory solely consists of robots and are stated at the lower of cost, determined on a weighted average basis, or net realizable value. Net realizable value is the estimated selling price in the ordinary course of business less the estimated cost of completion and the estimated costs necessary to make the sale. When inventory is sold, their carrying amount is charged to expense in the period in which the revenue is recognized. Write-downs for declines in net realizable value or for losses of inventories are recognized as an expense in the period the impairment or loss occurs. No allowance for slow moving or obsolete inventory was recorded for the year ended December 31, 2020.

 

During the year ended December 31, 2020, all inventory was purchased from a related party.

 

2.12 Withholding taxes receivable

 

Withholding tax is a deduction from payments made to suppliers who provide services. The withholding tax rates can vary depending on the type of income and the tax status of the recipient. Based on tax rules currently in effect, the withholding tax rate is 3% for commercial contracts and 1% for governmental contracts in Thailand, which amounts are refundable. The Company generally files its request for a withholding tax refund by the end of May of the following year for withholding tax deducted in the previous year. Once the request for withholding tax refund is submitted to the Thai Revenue Department, the request will be subject to audit and review. Since it is difficult to predict the time required by the Thai Revenue Department to complete its audit and approve the relevant refund, except for known amount to be collected within the next 12 months, the Company has reflected its withholding tax receivable as a non-current asset in its statements of financial position for amounts due from the Revenue Department.  

 

Withholding tax receivable is recorded net of related provision for amount that could be challenged by the taxing authority. Such provision represents the Company’s best estimate based on recent collection history.   Loans to related party

 

2.13 Loans to related party

 

The Company recognizes the contractual right to receive money on demand or on fixed or determinable dates as loans receivable. For those that the contractual maturity date is less than one year, the Company records as short-term loans receivable.

 

The Company recognizes interest income on an accrual basis using the straight-line method over the fixed or determinable dates.

  

2.14 Fixed assets

 

Fixed assets are stated at cost less accumulated depreciation. Cost represents the purchase price of the asset and other costs incurred to bring the asset into its existing use. Maintenance, repairs and betterments, including replacement of minor items, are charged to expense; major additions to physical properties are capitalized.

 

Depreciation is calculated using the straight-line method over the following estimated useful lives:

 

    Estimated
    useful life
Leasehold improvements   Lesser of useful life or remaining lease term
Tools and equipment   5 years
Furniture, fixtures and office equipment   5 years
Vehicles   5,10 years
GDM machines   5 years
Robots   5 years

 

F-15

 

 

2.15 Assets under construction

 

Assets under construction are stated at cost less impairment losses, if any. Cost comprises direct costs of construction as well as interest expense and exchange differences capitalized during the periods of construction and installation. Capitalization of these costs ceases and the related assets under construction are transferred to property, plant and equipment when substantially all the activities necessary to prepare the assets for their intended use are completed. No depreciation is provided for assets under construction until they are completed and ready for intended use.

  

2.16 Intangible assets, net

 

Intangible assets represent computer software. The intangible assets are recorded at historic acquisition costs, and amortized on a straight-line basis over their estimated useful lives.

 

Costs associated with maintaining computer software programs are recognized as an expense as incurred. Development costs that are directly attributable to the design and testing of identifiable and unique software products controlled by the Company will be recognized as intangible assets when the criteria of intangible assets are met.

 

Intangible assets are not amortized where their useful lives are assessed to be indefinite. The useful life of an intangible asset that is not being amortized is reviewed annually to determine whether events and circumstances continue to support the indefinite useful life assessment for that asset. Otherwise, the change in useful life assessment from indefinite to finite is accounted for prospectively from the date of change and in accordance with the policy for amortization of intangible assets with finite lives as set out above.

  

2.17 Impairment of long-lived assets

 

At the end of each reporting period, the Company reviews the carrying amounts of its long-lived assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. The Company did not incur any impairment loss during the years ended December 31, 2020 and 2019.

 

2.18 Trade and other payables

 

Trade and other payables are recognized at fair value.

 

2.19 Interest-bearing borrowings

 

Interest-bearing borrowings are recognized initially at fair value less attributable transaction costs. Subsequent to initial recognition, interest-bearing borrowings are stated at amortized cost with any difference between the amount initially recognized and redemption value being recognized in profit or loss over the period of the borrowings, together with any interest and fees payable, using the effective interest method.

 

2.20 Revenue from contracts with customers

 

The Company generates its revenue primarily from rendering the following services: (i) Cash-In-Transit - Non Dedicated Vehicle (Non-DV); (ii) Cash-In-Transit - Dedicated Vehicle (DV); (iii) ATM management; (iv) Cash Processing (CPC); (v) Cash Center Operations (CCT); (vi) Cheque Center Service (CDC); (vii) Express Cash; (viii) Coin Processing Service; (ix) Cash Deposit Management Solutions and (x) Robotics AI Solutions.

 

F-16

 

 

The Company recognizes revenue when it has transferred to its customer control over the service rendered. Control refers to the ability of the customer to direct and obtain substantially all the transferred service’s benefits. Also, it implies that the customer has the ability to prevent a third-party from directing the use and obtaining substantially all the benefits of the transferred service. The Company’s management applies the following considerations to analyze the moment in which the control of the service is transferred to the customer.

 

  Identify the contract or quotation with the agreed service price.

 

  Evaluate the services engaged in the customer’s contract and identify the related performance obligations.

 

  Consider the contract terms and commonly accepted practices in the business to determine the transaction price. The transaction price is the consideration that the Company expects to be entitled for delivering the services engaged with the customer. The consideration engaged in a customer’s contract is generally a fixed amount.

 

  Allocate the transaction price, if necessary, to each performance obligation (to each good or service that is different) for an amount that represents the part of the benefit that the Company expects to receive in exchange for the right of delivering the services engaged with the customer.

 

  Recognize revenue when the Company satisfied the performance obligation through the rendering of services engaged.

 

All of the conditions mentioned above are accomplished normally when the services are rendered to the customer and revenue is recognized when the Company satisfied the performance obligation over time or point in time depending on the service type as described in the following table. The reported revenue reflects services delivered at the contract or agreed-upon price.

  

Revenue is recognized when the related performance obligation is satisfied.

 

                Fixed Fees
Service Type           Performance Obligations   Per delivery / order   Per month
Cash-In-Transit (CIT) – Non Dedicated Vehicles (Non-DV)     (a)     Delivery from point A to point B per customer request.  Service obligation is generally completed within same day.      
Cash-In-Transit (CIT) – Dedicated Vehicles to Banks (DV)     (a)     Delivery from point A to point B per customer request.  Service obligation is generally completed within same day.      
ATM Management     (a)     Includes replenishment of ATM machines and first level maintenance services.  Service obligation is generally completed within the same day.      
Cash Processing (CPC)     (b)     Cash counting, sorting and vaulting services for customers in the retail industry.      
Cash Center Operations (CCT)     (b)     Cash counting, sorting and depositing for local commercial banks on behalf of Bank of Thailand (BOT).      
Cheque Center Service (CDC)     (b)     Handles cheque consolidation and distribution on behalf of local commercial bank.      
Express Cash           Armored trucks (with onboard GDM) and crew teams are assigned to collect cash on behalf of local commercial banks.  Service obligation is generally completed within the same day.      
Coin Processing Service           Armored vehicles and crew teams are assigned to collect/deliver coins to/from customer sites.  Service obligation is generally completed within the same day.      
Cash Deposit Management Solutions     (b)     Cash deposit machine (Guardforce Digital Machine – GDM) are installed at the customers’ sites for the collection of cash.      
Robotics AI Solutions – sale of robots     (a)     Sale transaction deemed completed upon customer’s acknowledgment of receipt of robot      
Robotics AI Solutions – rental of robots     (b)     Robots are placed at the customer’s site and they are leased out for a fixed term      

 

F-17

 

 

The Company does not offer promotional payments, customer coupons, rebates or other cash redemption offers to its customers. Except for the sale of robots, customer’s billing is generally prepared on a monthly basis once service delivery reports have been received and the invoice amount has been confirmed with the customers. Standard payment is 45 days, but it may be 45 to 60 days depending on the individual customer contract.

 

  (a) Revenue is recognized net of sales taxes and upon transfer of significant risks and rewards of ownership to customers. Revenue is not recognized to the extent where there are significant uncertainties regarding recovery of the consideration due, associated costs or the possible return of goods.

 

  (b) Related service revenue or rental income is recognized on a straight-line basis at the end of each month over the term of the lease.

  

Disaggregation information of revenue by service type is as follows:

 

    For the year ended December 31,  
    2020     Percentage of
Total
    2019     Percentage of
Total
 
Service Type   (USD)     Revenue     (USD)     Revenue  
Cash-In-Transit – Non-Dedicated Vehicles (CIT Non-DV)   $ 12,045,914       32.0 %   $ 12,052,738       31.2 %
Cash-In-Transit - Dedicated Vehicle to Banks (CIT DV)     4,822,354       12.8 %     4,958,139       12.9 %
ATM Management     12,542,613       33.3 %     14,024,291       36.4 %
Cash Processing (CPC)     2,842,209       7.5 %     2,283,835       5.9 %
Cash Center Operations (CCT)     3,256,423       8.6 %     3,661,135       9.5 %
Cheque Center Service (CDC)     61,197       0.2 %     394,290       1.0 %
Others  **     399,977       1.1 %     38,570       0.1 %
Cash Deposit Management Solutions (GDM)     1,457,307       3.9 %     1,158,082       3.0 %
Robotics AI solutions     220,788       0.6 %     -       -  
Total   $ 37,648,782       100.0 %   $ 38,571,080       100.0 %

 

** Others include primarily revenue from express cash and coin processing services.

 

During the year ended December 31, 2020, revenue amounting to $37,433,467 and $215,315 were generated from third parties and a related party, respectively. 

 

F-18

 

 

2.21 Cost of revenue

 

Cost of revenue consists primarily of internal labor costs and related benefits, and other overhead costs that are directly attributable to services provided.

 

During the year ended December 31, 2020, cost of revenue amounting to $30,478,783 and $895,315 were generated from third parties and related parties, respectively. 

 

2.22 Income taxes

 

Income tax expense represents the sum of the tax currently payable and deferred tax. Income taxes are charged to consolidated statements of profit or loss as they are incurred.

 

Current income taxes are recorded in the results of the year they are incurred.

 

Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit or loss. Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences, including tax loss carry forwards and certain tax credits, to the extent that it is probable that future taxable profits, reversal of existing taxable temporary differences will be available against which those deductible temporary differences can be utilized after considering future tax planning strategies. Such deferred tax assets and liabilities are not recognized if the temporary difference arises from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

  

Deferred tax assets are recognized for all deductible temporary differences, the carry forward of unused tax credits and any unused tax carryforward losses. Deferred tax assets are recognized to the extent that it is probable that taxable profit and reversal of existing taxable temporary differences will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilized. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized. Unrecognized deferred tax assets are re-assessed at each reporting date and are recognized to the extent that it has become probable that future taxable profits and reversal of existing taxable temporary differences will allow the deferred tax asset to be recovered.

 

Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries, associates, and interests in joint ventures, except where the Company is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognized to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

 

Net deferred income taxes are classified as a non-current asset or liability, regardless of when the temporary differences are expected to reverse. 

 

Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.

 

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset is realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

 

F-19

 

  

2.23 Provisions

 

Provisions are recognized for liabilities of uncertain timing or amount when the Company has a legal or constructive obligation arising as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation and the amount can be estimated reliably. Where the time value of money is material, provisions are stated at the present value of the expenditures expected to settle the obligation.

 

Where it is probable that an outflow of economic benefits will be required, or the amount cannot be estimated reliably, the obligation is disclosed as a contingent liability, unless the probability of outflow of economic benefits is remote. Possible obligations, whose existence will only be confirmed by the occurrence or non-occurrence of one or more future events, are also disclosed as contingent liabilities unless the probability of outflow of economic benefits is remote.

 

2.24 Employee benefits

 

The Company provides for retirement benefits payable for employees of its subsidiaries in Thailand under the Thai Labor Law; and follows IFRS 19 in accounting for the related obligation. Depending upon the individual employee’s salary and years of service, the related obligation is calculated by an independent actuary using the projected unit credit method. The present value of the obligation is determined by discounting with the interest rates of government bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating the terms of the related liabilities. The sensitivity analysis is determined by i) discount rate; ii) salary increase rate; iii) turnover rate; and iv) life expectancy.

 

All re-measurements effects of the Company’s retirement benefit obligation such as actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are recognized directly in other comprehensive income.

 

As of December 31, 2020 and 2019, actuarial loss of $8,772 and $131,713, net of tax had been recognized in other comprehensive income, respectively.

 

2.25 Leases

 

From 1 January 2019, in accordance with IFRS 16, leases with terms greater than 12 months are recognized as a right-of-use asset (“ROU”) and a corresponding lease liability at the date in which the leased asset is available for use by the Company. Contracts may contain both lease and non-lease components. The Company allocates the consideration in the contract to the lease and non-lease components based on their relative stand-alone prices. Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of fixed payments.

 

Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability.

 

The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is generally the case for leases of the Company, the lessee’s incremental borrowing rate is used, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions. To determine the incremental borrowing rate, the Company uses recent third-party financing received by the individual lessee as a starting point, adjusted to reflect changes in financing conditions.

 

Lease payments are allocated between principal and finance cost. The finance cost is charged to profit and loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.

 

F-20

 

 

Right-of-use assets are measured at cost comprising the following:

 

  The amount of the initial measurement of the lease liability

 

  any lease payments made at or before the commencement date less any lease incentives received

 

Right-of-use assets are depreciated over the shorter of the asset’s useful life or the lease term on a straight-line basis. The lease terms of buildings and others are generally less than ten years and less than five years, respectively.

 

Payments associated with leases with a lease term of 12 months or less on the Company’s equipment and vehicles and all leases of low-value assets are recognized on a straight-line basis as an expense in profit or loss.

 

2.26 Related parties

 

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or significant influence, such as a family member or relative, shareholder, or a related corporation.

 

2.27 Earnings (Loss) per share (“EPS”)

 

Basic EPS is calculated by dividing the net profit (loss) available to ordinary equity holders by the weighted average number of ordinary shares outstanding during the year. Diluted EPS is calculated by using the weighted average number of ordinary shares outstanding adjusted to include the potentially dilutive effect of outstanding share-based awards and convertible debt instruments, unless their inclusion in the calculation is anti-dilutive.

 

2.28 Recent Accounting Pronouncements

 

All new standards and amendments that are effective for annual reporting period commencing January 1, 2020 have been applied by the Company for the year ended December 31, 2020. The adoption of these new and amended standards did not have material impact on the consolidated financial statements of the Company. A number of new standards and amendments to standards have not come into effect for the year beginning January 1, 2020, and they have not been early adopted by the Company in preparing these consolidated financial statements. None of these new standards and amendments to standards is expected to have a significant effect on the consolidated financial statements of the Company.

 

3. CASH, CASH EQUIVALENTS AND RESTRICTED CASH

 

    As of December 31,  
    2020     2019  
Cash on hand   $ 392,803     $ 403,017  
Cash in bank     8,021,241       5,675,674  
Subtotal     8,414,044       6,078,691  
Restricted cash     1,715,866       1,609,030  
Cash, cash equivalents, and restricted cash   $ 10,129,910     $ 7,687,721  

 

4. INVENTORY

 

    As of December 31,  
    2020     2019  
Robots at warehouse   $ 252,411     $      -  
Robots in transit     242,670       -  
Inventory   $ 495,081     $ -  

 

No allowance for slow moving or obsolete inventory was recorded for the year ended December 31, 2020.

 

F-21

 

 

5. ACCOUNTS RECEIVABLE, NET

 

    As of December 31,  
    2020     2019  
Accounts receivable   $ 5,468,911     $ 5,567,629  
Allowance for doubtful accounts     -       (2,999 )
Accounts receivable, net   $ 5,468,911     $ 5,564,630  

 

The following tables details the Company’s net accounts receivables as of:

 

December 31, 2020

 

    Current     <30     31-60     61-90     91 and over     Total  
Gross carrying amount   $ 5,073,178     $ 250,408     $ 103,581     $ 14,891     $ 26,853     $ 5,468,911  
Allowance     -       -       -       -       -       -  
Net   $ 5,073,178     $ 250,408     $ 103,581     $ 14,891     $ 26,853     $ 5,468,911  

 

December 31, 2019

 

    Current     <30     31-60     61-90     91 and over     Total  
Gross carrying amount   $ 5,235,436     $ 247,109     $ 74,014     $ 3,690     $ 7,380     $ 5,567,629  
Allowance     -       -       -       (184 )     (2,815 )     (2,999 )
Net   $ 5,235,436     $ 247,109     $ 74,014     $ 3,506     $ 4,565     $ 5,564,630  

 

Below is a roll forward of the allowance for doubtful accounts:

 

Balance at December 31, 2018   $ (21,316 )
Recovery of bad debts     19,554  
Write off     -  
Exchange difference     (1,237 )
Balance at December 31, 2019     (2,999 )
Recovery of bad debts     2,872  
Write off     -  
Exchange difference     127  
Balance at December 31, 2020   $ -  

 

 

6. WITHHOLDING TAX RECEIVABLES, NET

 

    2020     2019  
Balance at January 1   $ 6,865,971     $ 5,405,006  
Addition     728,165       960,497  
Collection     (1,527,771 )     -  
Write off     (710,219 )     -  
Allowance for uncollectible     (1,055,775 )     -  
Exchange difference     (75,332 )     500,468  
Balance at December 31   $ 4,225,039     $ 6,865,971  

  

    As of December 31,  
    2020     2019  
Current portion   $ 690,487     $ -  
Non-current portion     3,534,552       6,865,971  
Withholding tax receivables, net   $ 4,225,039     $ 6,865,971  

 

F-22

 

 

During 2020, the Company received a withholding taxes refund for THB 47,812,370 (approximately $1.5 million) in connection with the Company’s 2013 to 2015 withholding taxes refund applications (totaled THB 89,268,913 or approximately $2.9 million): the balance of the refund amounted to THB 20,724,273 (approximately $0.7 million) was received in January 2021. The Company wrote off approximately $0.7 million, representing the difference between the receivable recorded and amount of known refund from the Thai Revenue Department. The Company did not have any write offs during the year ended December 31, 2019.

 

Out of prudence, based on amount written off for the receivable related to year 2013 to 2015, the Company recorded an allowance of approximately $1.1 million against its withholding taxes receivable for year 2016 through 2020.

 

7. OTHER CURRENT AND OTHER NON-CURRENT ASSETS

 

    As of December 31,  
    2020     2019  
Input VAT receivable   $ 134,746     $ 268,680  
Prepayments - office rental     952,616       958,853  
Prepayments - insurance     292,095       94,849  
Prepayments - others     51,920       144,151  
Uniforms     17,954       28,887  
Tools and supplies     135,553       158,049  
Other current assets   $ 1,584,884     $ 1,653,469  
                 
Deposits   $ 361,275     $ 532,074  
Other non-current assets   $ 361,275     $ 532,074  

 

8. FIXED ASSETS, NET

 

    Leasehold
improvements
    Machinery and
equipment
    Office
decoration
and
equipment
    Vehicles     Assets under
construction
    GDM
machines
    Robots     Total  
Cost                                                
At December 31, 2018   $ 2,888,288     $ 6,467,812     $ 6,081,943     $ 17,614,629     $ 950,095     $ -     $ -     $ 34,002,767  
Additions     -       122,942       53,015       85,919       521,817       -       -       783,693  
Disposals     (1,608 )     (217,140 )     (117,215 )     (1,349,460 )     -       -       -       (1,685,423 )
Transfers in (out)     464,241       188,902       501,710       59,604       (1,214,457 )     -       -       -  
Exchange differences     265,841       565,630       542,869       1,494,372       70,482       -       -       2,939,194  
At December 31, 2019     3,616,762       7,128,146       7,062,322       17,905,064       327,937       -       -       36,040,231  
Additions     38,876       62,626       136,497       25,237       -       285,510       860,026       1,408,772  
Disposals     (2,365 )     (1,363,245 )     (26,512 )     (16,570 )     (2,774 )     -       -       (1,411,466 )
Transfers in (out)     -       (44,953 )     (1,164,305 )     -       (311,237 )     1,520,495       -       -  
Exchange differences     (4,166 )     (68,734 )     (56,194 )     (27,969 )     (13,926 )     77,111       24,924       (68,954 )
At December 31, 2020     3,649,107       5,713,840       5,951,808       17,885,762       -       1,883,116       884,950       35,968,583  
                                                                 
Accumulated Depreciation                                                                
At December 31, 2018     2,353,333       5,503,362       4,527,915       11,442,195       -       -       -       23,826,805  
Depreciation charged for the year     173,026       608,396       421,050       1,461,122       -       -       -       2,663,594  
Disposal     (857 )     (216,853 )     (118,117 )     (1,347,936 )     -       -       -       (1,683,763 )
Exchange differences     210,147       491,089       403,440       998,943       -       -       -       2,103,619  
As December 31, 2019     2,735,649       6,385,994       5,234,288       12,554,324       -       -       -       26,910,255  
Depreciation charged for the year     186,209       430,228       219,724       1,426,001       -       288,495       24,646       2,575,303  
Disposal     (2,365 )     (1,363,070 )     (26,152 )     (16,568 )     -               -       (1,408,155 )
Transfers in (out)     -       (11,747 )     (290,802 )     -       -       302,549       -       -  
Exchange differences     3,520       (50,439 )     (12,436 )     40,307       -       25,236       638       6,826  
As December 31, 2020     2,923,013       5,390,966       5,124,622       14,004,064       -       616,280       25,284       28,084,229  
Net book value                                                                
At December 31, 2020   $ 726,094     $ 322,874     $ 827,186     $ 3,881,698     $ -     $ 1,266,836     $ 859,666     $ 7,884,354  
At December 31, 2019   $ 881,113     $ 742,152     $ 1,828,034     $ 5,350,740     $ 327,937     $ -     $ -     $ 9,129,976  

 

There was no impairment of fixed assets recorded for the years ended December 31, 2020 and 2019. No fixed assets were pledged as security for bank borrowings.

 

F-23

 

  

9. RIGHT-OF-USE ASSETS AND OPERATING LEASE LIABILITIES

 

The carrying amounts of right-of-use assets are as below:

 

    2020     2019  
As at January 1   $ 6,173,590     $ 5,927,711  
New leases     532,978       2,321,780  
Depreciation expense     (2,506,446 )     (2,583,318 )
Exchange difference     (9,771 )     507,417  
Net book amount at December 31   $ 4,190,351     $ 6,173,590  

 

Lease liabilities were measured at the present value of the remaining lease payments, discounted using the lessee’s incremental borrowing rate. The weighted average incremental borrowing rate applied to new leases during year 2020 and 2019 was 3.25% and 4.08%, respectively.

 

During the year ended December 31, 2020, interest expense of $146,723 arising from lease liabilities was included in finance costs. Depreciation expense related to right-of-use assets was $2,506,446 during the year ended December 31, 2020.

 

10. INTANGIBLE ASSETS, NET

 

    Computer  
    software  
Cost      
At December 31, 2018   $ 846,958  
Additions     47,163  
Exchange difference     75,165  
At December 31, 2019     969,286  
Additions     26,316  
Disposals     (141 )
Exchange difference     (416 )
At December 31, 2020     995,045  
         
Accumulated amortization        
At December 31, 2018     617,618  
Amortization charged for the year     43,129  
Exchange difference     55,087  
As December 31, 2019     715,834  
Amortization charged for the year     54,745  
Disposals     (141 )
Exchange difference     1,199  
As December 31, 2020     771,637  
         
Net book value        
At December 31, 2020   $ 223,408  
At December 31, 2019   $ 253,452  

 

11. TRADE AND OTHER PAYABLES AND OTHER CURRENT LIABILITIES

 

    As of December 31,  
    2020     2019  
Trade accounts payable – third parties   $ 1,366,482     $ 1,400,504  
Accrued salaries and bonus     140,321       29,386  
Accrued customer claims, cash loss and shortage**     33,608       36,048  
Trade and other payables   $ 1,540,411     $ 1,465,938  
                 
Output VAT   $ 114,877     $ 100,710  
Accrued Expenses     375,815       931,457  
Payroll Payable     560,051       624,453  
Other Payables     198,363       238,493  
Other current liabilities   $ 1,249,106     $ 1,895,113  

 

** Includes a provision for penalty for failure to meet certain performance indicators as stipulated in certain customer contracts for approximately $14,600 and $10,000 respectively.

 

F-24

 

 

12. BORROWINGS FROM FINANCIAL INSTITUTIONS

 

    As of December 31,  
    2020     2019  
Current portion of long-term borrowings   $ 494,994     $ 1,969,666  
Long-term borrowings     993,869       199,447  
Borrowings from financial institutions   $ 1,488,863     $ 2,169,113  

 

The Company maintains borrowings with one financial institution. The borrowings are used for working capital purposes to support its business operations in Thailand. For the year ended December 31, 2020, the Company borrowed five bank loans carrying interest at the rates of MLR minus 1%, MLR minus 1%, MLR minus 1%, 2%, 2%. For the year ended December 31, 2019, the Company maintained borrowings from two separate financial institutions. The borrowings carried interests at the rates of MLR (6.25%) minus 1% and BIBOR (6M) plus 3%, respectively. Borrowings are due to mature and repayable on Aug 31, 2021, November 31, 2021, June 30, 2023, May 31, 2022 and April 7, 2025. For the years ended December 31, 2020 and 2019, interest expense was $82,779 and $81,191, respectively.

 

As of December 31, 2020, the Company has unused bank overdraft availability of approximately $330,000 and unused trust receipts availability of approximately $1,700,000.

 

13. SHORT-TERM BORROWINGS FROM THIRD PARTY

 

On April 29, 2018, Guardforce TH Group Company Limited entered into an agreement with Profit Raider Investment Limited (“Profit Raider”) to transfer the loan between Guardforce TH and the Company to Profit Raider. As a result, the Company recorded a short-term borrowing from a third party in the amount of $13.42 million bearing interest at 4% from April 30, 2019 to December 31, 2019 and 3.22% prior to April 30, 2019. The Company assumed an additional liability of approximately $576,000 which has been treated as an additional expense paid to the related party in 2018. The holding companies have guaranteed the short-term borrowings from Profit Raider which amount is due on December 31, 2020. Profit Raider became a 10% shareholder of the Company as a result of a share transfer transaction in March 2020 and therefore this borrowing is presented as a related party loan and the loan was extended to December 31, 2022 bearing interest at 4% (see Note 21). 

 

For the years ended December 31, 2020 and 2019, interest expense was $579,039 (Note 21) and $293,827, respectively.

 

14. FINANCE LEASE LIABILITIES

 

    As of December 31,  
    2020     2019  
Current portion   $ 632,105     $ 591,997  
Non-current portion     1,023,366       1,658,096  
Finance lease liabilities   $ 1,655,471     $ 2,250,093  

 

For the years ended December 31, 2020 and 2019, interest expense was $98,405 and $135,708, respectively.

 

F-25

 

 

The minimum lease payments under finance lease agreements are as follows:

 

    As of December 31,  
    2020     2019  
Within 1 year   $ 701,796     $ 617,178  
After 1 year but within 5 years     1,074,047       1,855,872  
Less: Finance charges     (120,372 )     (222,957 )
Present value of finance lease liabilities, net   $ 1,655,471     $ 2,250,093  

 

Finance leased assets comprise primarily vehicles and office equipment as follow:

 

    As of December 31,  
    2020     2019  
Cost   $ 3,172,647     $ 8,459,215  
Less: Accumulated depreciation     (937,442 )     (4,226,875 )
Net book value   $ 2,235,205     $ 4,232,340  

 

15. TAXATION

 

Value added tax (“VAT”)

 

The Company is subject to a statutory VAT of 7% for services in Thailand. The output VAT is charged to customers who receive services from the Company and the input VAT is paid when the Company purchases goods and services from its vendors. The input VAT can be offset against the output VAT.  The VAT payable is presented on the statements of financial position when input VAT is less than the output VAT.  A recoverable balance is presented on the statements of financial position when input VAT is larger than the output VAT.

  

Income taxes

 

Cayman Islands

 

The Company is incorporated in the Cayman Islands. Under the current laws of the Cayman Islands, the Company is not subject to income or capital gains taxes. In addition, dividend payments are not subject to withholding tax in the Cayman Islands.

 

British Virgin Islands

 

The Company’s subsidiary incorporated in the BVI is not subject to taxation.

  

Hong Kong

 

The Company’s subsidiary incorporated in Hong Kong is subject to a corporate income tax rate of 16.5% on Hong Kong service income.

 

Thailand

 

The Company’s subsidiary incorporated in Thailand is subject to a corporate income tax rate of 20%.

 

Pre-tax loss, by jurisdiction, for the years ended December 31, 2020 and 2019 is as follows:

 

    For the years ended
December 31,
 
    2020     2019  
Cayman Islands   $ (1,711,094 )   $ (714,196 )
BVI     (12,345 )     (6,945 )
Hong Kong     (63,483 )     (39,828 )
Thailand     (1,112,496 )     909,519  
    $ (2,899,418 )   $ 148,550  

 

F-26

 

  

The components of the income tax provision are:

 

    For the years ended
December 31,
 
    2020     2019  
Current income tax expense   $ 261,586     $ -  
Deferred income tax (benefit) expense     (18,749 )     88,473  
Total income tax expense   $ 242,837     $ 88,473  

 

Reconciliation between the statutory tax rate to income before income taxes and the actual provision for income taxes is as follows:

 

    For the years ended
December 31,
 
    2020     2019  
Profit before income tax expense*   $ 864,207     $ 909,519  
Thailand income tax statutory rate     20 %     20 %
Income tax at statutory tax rate     172,841       181,904  
Permanent differences     69,996       (93,431 )
Income tax expense   $ 242,837     $ 88,473  

 

  * This amount represents assessable profit before income tax after adjustments for non-deductible and non-taxable expense items from the Thailand operating entity.

 

Deferred tax assets and liabilities are comprised of the following:

 

    As of December 31,  
    2020     2019  
Provision for employee benefits   $ 1,368,335     $ 1,287,959  
Net operating loss carried forwards     1,105       134,869  
Deferred tax assets     1,369,440       1,422,828  
Less:                
Deferred tax liabilities - finance leases     331,094       414,308  
Deferred tax assets, net   $ 1,038,346     $ 1,008,520  

 

16. PROVISION FOR EMPLOYEE BENEFITS

 

The Company has a defined benefit plan based on the requirement of the Thailand Labor Protection Act B.E.2541 (1988) to provide retirement benefits to employees based on pensionable remuneration and length of service which are considered as unfunded. There were no plan assets set up and the Company will pay benefits when needed.

 

According to IAS 19 (Revised 2017), the use of Projected Unit Credit (PUC) Cost Method is required in order to determine the actuarial liability based on past service and expected future salary. Thus, the actuarially acceptable assumptions on salary scale are needed. Actuarial assumptions on other components of the benefit formulas are also required to measure the obligation such as demographic assumptions and financial assumptions. All of these assumptions are important because they are directly related to a possibility of actuarial gains and losses. Moreover, the obligations are measured on a discounted basis because they may be settled many years after the employees render the related service.

 

F-27

 

 

The following assumptions have been adopted for this actuarial valuation: 

 

Demographic Assumptions:

 

  1. Mortality Table (Annual Death Rate): Male and Female Thai Mortality Ordinary Tables of 2017 (TMO 2017) which is the latest mortality table from the Office of Insurance Commission in Thailand.

 

  2. Annual Disability Rate: 5% of the Male and Female TMO 2017.

 

  3. Annual Voluntary Resignation: Age related rates as follows.

 

Age Group (Years)   Annual
Voluntarily
Resignation
Rate
of Direct
Cost Staff
    Annual
Voluntarily
Resignation
Rate
of Indirect
Cost Staff
 
Below 31     18 %     33 %
31-40     8 %     19 %
41-50     6 %     15 %
Above 50     0 %     0 %

 

  4. Annual Forced Resignation: Age related rates as follows.

 

Age Group (Years)   Annual
Forced
Resignation
Rate
 
Below 31                    0 %
31-40     0 %
41-50     0 %
Above 50     0 %

 

Financial Assumptions:

 

  1. Discount Rate: Single weighted average discount rate is 1.26% per year based on the zero coupon yield rate of government bonds in Thailand from the Thai Bond Market Association (Thai BMA) as of December 31, 2020. Duration (or single weighted average remaining time to retire) is 12 years.

 

  2. Salary Increase Rate: 3.00% per year. The projected salary is calculated at the time of retirement or forced resignation.

 

  3. Taxes payable by the plan: The contributions are not a tax-deductible expense according to the Revenue Department in Thailand so there are no taxes payable by the plan

 

Movement in the present value of the defined benefit obligation:

 

    As of December 31,  
    2020     2019  
Defined benefit obligations at January 1,   $ 6,439,795     $ 5,619,337  
Benefits paid during the year     (517,531 )     (611,610 )
Current service costs     770,934       691,767  
Interest     96,019       145,589  
Past service cost and gain (loss) on settlement     36,939       (68,898 )
Actuarial loss     8,772       164,641  
Exchange differences     6,745       498,969  
Defined benefit obligations at December 31,   $ 6,841,673     $ 6,439,795  

 

F-28

 

 

The following table presents the sensitivity analysis for each significant actuarial assumption with a variation of 1.0% in the assumptions as of the end of the reporting period:

 

December 31, 2020

 

Assumption   % Change
(+) in
Assumption
  Liability     Amount
Change in
Liability
    %
Change
in
Liability
    % Change
(-) in
Assumption
  Liability     Amount
Change
in
Liability
    %
Change
in
Liability
 
Discount Rate   1   $ 6,246,875     $ (594,798 )     -8.69     -1   $ 7,540,239     $ 698,566       10.21  
Salary Increase Rate   1     7,303,544       461,871       6.75     -1     6,442,685       (398,988 )     -5.83  
Turnover Rate   1     6,515,632       (326,041 )     -4.77     -1     6,990,881       149,208       2,18  
Life Expectancy   +1 Year     6,860,711       19,038       0.28     -1 Year     6,822,778       (18,895 )     -0.28  

 

December 31, 2019

 

Assumption   % Change
(+) in
Assumption
  Liability     Amount
Change
in
Liability
    %
Change
in
Liability
    % Change
(-) in
Assumption
  Liability     Amount
Change
in
Liability
    %
Change
in
Liability
 
Discount Rate   1   $ 5,877,653     $ (562,142 )     -8.73     -1   $ 7,098,037     $ 658,242       10.22  
Salary Increase Rate   1     6,832,393       392,599       6.10     -1     6,098,352       (341,443 )     -5.3  
Turnover Rate   1     6,131,013       (308,782 )     -4.79     -1     6,576,958       137,163       2.13  
Life Expectancy   +1 Year     6,458,065       18,207       0.28     -1 Year     6,421,657       (18,137 )     -0.28  

 

Maturity profile of the defined benefit obligation as of December 31, are as follow:

 

Year   Defined
Benefit
Obligation
 
2021   $ 479,261  
2022   $ 382,777  
2023   $ 307,729  
2024   $ 296,453  
2025   $ 491,235  
2026   $ 407,832  
2027   $ 665,504  
2028   $ 391,612  
2029   $ 371,439  
2030   $ 530,725  
2031-2045   $ 16,658,962  
>2045   $ 17,013,945  

 

F-29

 

 

17. SHAREHOLDERS’ EQUITY    

 

On August 20, 2021, the shareholders of the Company approved a 1 for 3 reverse split of the Company’s authorized and issued ordinary shares whereby every three shares were consolidated into one share (the “Reverse Split”). In addition, the par value of each ordinary share increased from $0.001 to $0.003. The financial statements and all share and per share amounts have been retroactively restated to reflect the Reverse Split.

 

As of December 31, 2019, 16,666,663 ordinary shares were issued at par value of $0.003, equivalent to share capital of $50,000. On February 5, 2020, the shareholders of the Company authorized an increase in the authorized shares of the Company from 16,666,663 ordinary shares to 100,000,000 ordinary shares. In March 2020, the Company issued 689,427 ordinary shares (see Note 18) at par value. Total ordinary shares issued as of December 31, 2020 was 17,356,090, equivalent to share capital of approximately $52,069. As of December 31, 2020 and 2019, subscription receivable for these shares was $50,000. During 2020, the Company recorded a capital distribution to the controlling shareholder for approximately $380,000, representing the amount of a related party receivable/loan written off.

 

18. STOCK-BASED COMPENSATION

 

On December 16, 2019, the Company entered into an agreement and plan of merger (the “Merger Agreement”) with VCAB Eight Corporation, a Texas corporation (“VCAB”), pursuant to which, subject to certain preconditions being satisfied, it was agreed that VCAB would merge with and into the Company. The main objective of the Merger was to increase the Company’s shareholder base to, among other things, assist the Company in satisfying the listing standards of a national security exchange in the United States. The Merger was completed effective on March 10, 2020, and the separate existence of VCAB ceased on that date. As consideration for the Merger, the Company agreed to issue an aggregate of 877,025 shares of capital stock (“Plan Shares’) to VCAB’s claim holders. As of December 31, 2020, the Company has issued, 689,427 of the Plan Shares to approximately 670 designated and Bankruptcy Court approved claim holders. During 2021, the Company issued 187,598 of the Plan Shares to additional claim holders upon their approval by the Bankruptcy Court. Following the completion of this process, the Company has approximately 1,300 holders of its outstanding ordinary shares. The Company recorded the fair value of the shares in connection to the 877,025 shares issued in the merger transaction of $18,826 as stock-based compensation expense.

 

On January 8, 2020, Guardforce AI Service Ltd. entered into agreements with and transferred 833,333 shares each, totaling 1,666,666 of the Company’s ordinary shares, to, Mr. Terence Wing Khai Yap, the Company’s Chairman and Ms. Lei Wang, the Company’s Chief Executive officer. The shares, deemed as issuances by the Company, were transferred to Mr. Yap and Ms. Wang as compensation for serving in their roles as the Company’s Chairman and Chief Executive Officer, respectively. The Company accounted for these transfers as stock-based compensation expenses; the aggregate charge was $46,341, representing the fair value of the shared being transferred.

 

On March 13, 2020, the Company’s Board of Directors approved the transfer of 1,666,666 ordinary shares of Guardforce AI Co. Limited from Guardforce AI Technology to Profit Raider Investments Limited (“Profit Raider”) to fulfil a short-term borrowing transaction (Note 13). This transfer is deemed an issuance by the Company and the Company recorded a charge of stock-based compensation expense of $35,769.

 

19. ADMINISTRATIVE EXPENSES

 

    For the years ended
December 31,
 
    2020     2019  
Staff expense   $ 2,759,505     $ 2,201,515  
Rental expense     702,664       547,513  
Depreciation and amortization expense     167,380       153,316  
Utilities expense     120,236       131,810  
Travelling and entertainment expense     138,707       108,021  
Professional fees     932,891       391,273  
Repairs and maintenance     70,443       104,813  
Employee benefits     548,628       358,287  
Other service fees     273,333       282,322  
Other expenses**     960,685       474,696  
    $ 6,674,472     $ 4,753,566  

 

  ** Other expenses mainly comprised of stock-based compensation, office expenses, stamp duties, training costs, etc.

 

F-30

 

 

20. LEGAL RESERVE

 

Under the provisions of the Civil and Commercial Code, GF Cash (CIT) is required to set aside as a legal reserve at least 5% of the profits arising from the business of the Company at each dividend distribution until the reserve is at least 10% of the registered share capital. The legal reserve is non-distributable. The Company reserve has met the legal reserve requirement of $223,500 as of December 31, 2020 and 2019.

 

21. RELATED PARTY TRANSACTIONS

 

The table below sets forth the major related parties and their relationships with the Company as of December 31, 2020:

 

Name of related parties   Relationship with the Company
Tu Jingyi (“Mr. Tu”)   Controlling shareholder
Long Top Limited   Mr. Tu’s father is the majority shareholder
Guardforce TH Group Company Limited   Mr. Tu’s father is the majority shareholder
Guardforce Security (Thailand) Company Limited   Mr. Tu’s father is the majority shareholder of its ultimate holding company
Bangkok Bank Public Company Limited   Minority shareholder
Shenzhen Junwei Investment Development Company Limited   Minority shareholder
Guardforce Aviation Security Company Limited   Mr. Tu’s father is the majority shareholder of its ultimate holding company
Guardforce 3 Limited   Mr. Tu’s father is the majority shareholder
Guardforce Group Limited   Controlled by Mr. Tu’s father
Guardforce AI Technology Limited   Holding Company
Guardforce AI Service Limited   Holding Company
Profit Raider Investment Limited   10%  shareholder effective March 2020
Shenzhen Douguaer Investment Partnership   Ultimately controlled by Mr. Tu
Guardforce Holdings (HK) Limited   Controlled by Mr. Tu’s father
Guardforce Limited   Mr. Tu’s father is the majority shareholder of its ultimate holding company
Shenzhen Intelligent Guardforce Robot Technology Co., Limited   Controlled by Mr. Tu
Perfekt Technology & System Co., Ltd.   Mr. Tu’s father is the majority shareholder of its ultimate holding company

 

F-31

 

 

The principal related party balances and transactions as of and for the years ended December 31, 2020 and 2019 are as follows:

 

Amounts due from related parties:

 

        As of December 31,  
        2020     2019  
Guardforce Group Limited   (a)   $ -     $ 11,966  
Guardforce TH Group Company Limited   (a)     6,026       92,078  
Guardforce AI Technology Limited   (a)     -       850  
Guardforce AI Service Limited   (a)     -       850  
Bangkok Bank Public Company Limited   (b)     443       -  
Guardforce Limited   (c)     20,647       -  
Shenzhen Intelligent Guardforce Robot Technology Co., Limited   (d)     346,152       -  
        $ 373,268     $ 105,744  

 

  (a) Amounts due from Guardforce Group Limited, Guardforce TH Group Company Limited, Guardforce AI Technology Limited and Guardforce AI Service Limited were business advances for operational purposes. In May 2020, the company wrote off approximately $80,000 of amount due from Guardforce TH Group Company Limited. The write off is recorded as a capital distribution.

 

  (b) Amounts due from Bangkok Bank Public Company Limited represents trade receivables for service provided by the Company.

 

  (c) Amounts due from Guardforce Limited represents primarily trade receivables for the sale of robots. The balance was fully settled in January 2021.

 

  (d) Amounts due from Shenzhen Intelligent Guardforce Robot Technology Co., Limited comprised of $187,665 advance to suppliers for the purchase of robots and $158,487 commission receivable.

 

Long-term loan to related party:

 

    As of December 31,  
    2020     2019  
Long Top Limited   $        -     $ 315,173  

 

On April 27, 2018, the Company made a long term loan to Long Top Limited with an interest of 3%. The loan was due on December 31, 2019 and it was further extended to December 31, 2021. All interest and principal are due on the same date. On January 1, 2020, the Company wrote off the outstanding loan to Long Top Limited of approximately $300,000. The write off is recorded as a capital distribution.

 

Amounts due to related parties:

 

        As of December 31,  
        2020     2019  
Tu Jingyi   (b)   $ 88,047     $ 67,139  
Shenzhen Junwei Investment Development Company Limited   (a)     225,085       224,766  
Guardforce 3 Limited   (a)     -       5,751  
Shenzhen Douguaer Investment Partnership   (a)     -       1,728  
Guardforce Holdings (HK) Limited   (c)     156,782       -  
Profit Raider Investment Limited   (b)     1,136,664       -  
Guardforce Aviation Security Company Limited   (d)     1,224       -  
Guardforce Security (Thailand) Company Limited   (d)     62,667       -  
        $ 1,670,469     $ 299,384  

 

  (a) Amounts due to Shenzhen Junwei Investment Development Company Limited, Guardforce 3 Limited and Shenzhen Douguaer Investment Partnership represent non-interest bearing advances from related parties. In May 2020, the amount due to Guardforce 3 Limited was forgiven.

  

  (b) Amounts due to Tu Jingyi and Profit Raider Investment Limited represented interest accrued on the respective loans.

 

F-32

 

 

  (c) Amounts due to Guardforce Holdings (HK) Limited comprised of $99,998 advances made and $56,784 accrued interests on the loans.

 

  (d) Amounts due to Guardforce Aviation Security Company Limited and Guardforce Security (Thailand) Company Limited represent accounts payable for services provided by related parties.

 

Short-term borrowings from related parties:

 

        As of December 31,  
        2020     2019  
Guardforce Holdings (HK) Limited   (a)   $       -     $ 1,499,998  
Tu Jingyi   (b)     -       1,437,303  
        $ -     $ 2,937,301  

 

Long-term borrowings from related parties:

 

        As of December 31,  
        2020     2019  
Guardforce Holdings (HK) Limited   (a)   $ 4,140,500     $        -  
Tu Jingyi   (b)     1,437,303       -  
Profit Raider Investment Limited   (c)     13,508,009       -  
        $ 19,085,812     $ -  

 

  (a) On December 31, 2019, the Company entered into an agreement with Guardforce Holdings (HK) Limited whereby Guardforce Holdings (HK) Limited loaned $1,499,998 to the Company. The loan is unsecured and it bears an interest rate of 3%. The loan was initially due on December 31, 2020. During the year ended December 31, 2020, the Company repaid $507,998 to partially settle the principal. The loan was extended to December 22, 2022 bearing interest rate at 2%. For the years ended December 31, 2020 and 2019, interest expense on this loan was $19,840 and $123, respectively.

 

On April 17, 2020, the Company borrowed $2,735,000. The loan is unsecured and bears an interest rate at 2%. The loan is due on April 16, 2023. For the year ended December 31, 2020, interest expense on this loan was $34,187.

 

On September 9, 2020, the Company borrowed $413,500. The loan is unsecured and it bears interest at 2%. The loan is due on September 8, 2023. For the year ended December 31, 2020, interest expense on this loan was $2,757.

 

  (b) On September 1, 2018, the Company entered into an agreement with Mr. Tu Jingyi whereby he lent $1,437,303 (RMB10 million) to the Company. The loan is unsecured with an interest at 3%. The loan was expired on August 31, 2019, which was extended to August 31, 2020. On September 1, 2020, the Company further extended the loan to August 31, 2022 with an interest rate at 1.5%. For the years ended December 31, 2020 and 2019, interest expense on this loan was $35,933 and approximately $38,000, respectively.

 

  (c) As of December 31, 2019, the loan from Profit Raider was presented as short-term borrowings from a third party (Note 13). On March 11, 2020, the Company entered into a second supplemental agreement to the loan agreement with Profit Raider to extend the due date of the loan to December 31, 2020. The outstanding principal amount due was $13,508,009 and the amount of interest accrued on the loan, calculated up to December 31, 2020 was $1,136,664.

 

F-33

 

 

On March 13, 2020, the Company’s Board of Directors approved the transfer of 1,666,666 ordinary shares of Guardforce AI Co. Limited from Guardforce AI Technology to Profit Raider. As a result of this share transfer, Profit Raider is deemed an affiliate of the Company.

 

On December 31, 2020, the loan with Profit Raider was extended to December 31, 2022 with the same terms and conditions. For the year ended December 31, 2020 and 2019, interest expense was $579,039 and $293,827 (Note 13), respectively.

 

Related party transactions:

 

        For the years ended
December 31,
 
    Nature   2020     2019  
Service/ Products received from related parties:                
Guardforce Security (Thailand) Company Limited   (a)   $ 714,625     $ 415,604  
Guardforce Aviation Security Company Limited   (b)     13,190       4,219  
Perfekt Technology & System Co., Ltd.   (c)     35,842       -  
Shenzhen Intelligent Guardforce Robot Technology Co., Limited – Purchases   (d)     1,584,873       -  
Profit Raider Investment Limited   (e)     150,000       -  
        $ 2,498,530     $ 419,823  
                     
Service/ Products delivered to related parties:                    
Bangkok Bank Public Company Limited   (f)   $ 9,726     $ -  
Shenzhen Intelligent Guardforce Robot Technology Co., Limited – Commission   (g)     158,487       -  
Guardforce Limited – Sales   (h)     205,589       -  
        $ 373,802     $ -  

 

Nature of transactions:

 

  (a) Guardforce Security (Thailand) Co., Ltd. provided security guard services to the Company;
     
  (b) Guardforce Aviation Security Co., Ltd. provided escort services to the Company;
     
  (c) Perfekt Technology & System Co., Ltd. provided security equipment to the Company;
     
  (d) The Company purchased robots from Shenzhen Intelligent Guardforce Robot Technology Co., Limited;
     
  (e) The Company paid $150,000 outstanding accrued interest to Profit Raider Investment Limited;
     
  (f) The Company provided CIT service to Bangkok Bank Public Company Limited;
     
  (g) Shenzhen Intelligent Guardforce Robot Technology Co., Limited shall pay commission to the Company for the robots purchased.
     
  (h) The Company sold robots to Guardforce Limited.

 

22. COMMITMENTS AND CONTINGENCIES

 

Executives/directors agreements

 

The Company has several employment agreements with executives and directors with the latest expiring in 2024. All agreements provide for automatic renewal options with varying terms of one year or three years unless terminated by either party. Future payments for employment agreements as of December 31, are as follows:

 

    Amount  
Years ending December 31:        
2021   $ 510,463  
2022     358,951  
2023     285,000  
2024     1,538  
Total minimum payment required   $ 1,155,952  

 

F-34

 

 

Contracted expenditure commitments

 

The Company’s contracted expenditures commitments as of December 31, 2020 but not provided in the consolidated financial statements are as follows:

 

        Payments Due by Period  
              Less than     1-3     4-5     More
than
 
Contractual Obligations   Nature   Total     1 year     years     years     5 years  
Service fee commitments   (a)   $ 1,039,515     $ 373,159     $ 666,356     $        -     $        -  
Operating lease commitments   (b)     342,151       285,304       56,847       -       -  
        $ 1,381,666     $ 658,463     $ 723,203     $ -     $ -  

 

  (a) The Company has commitments to pay certain service fees to Stander Information Company Limited, as its service provider to provide technical services for operating systems, that comprise a monthly fixed amount and certain other fees as specified in the agreement.
     
  (b) The Company has leased various low value items with various lease terms.

 

Bank guarantees

 

As of December 31, 2020, the Company had commitments with banks for bank guarantees in favor of government agencies and others of approximately $3,164,000.

 

Litigation

 

As of the date of filing, the Company is a defendant in various labor related lawsuits totaling approximately $773,858 Management believes these cases are without merit and is confident that the Appeals Court will make the decision according to the consideration of the Court of First Instance and order the dismissal of such lawsuits. Therefore, no provision has been made for these liabilities in the financial statements.

 

23. CONCENTRATIONS

 

The following table sets forth information as to each customer that accounted for 10% or more of the Company’s revenue for the years ended December 31, 2020 and 2019.

 

    For the years ended December 31,  
    2020     % of
revenue
    2019     % of
revenue
 
Company A   $ 10,237,481       27.2 %   $ 10,314,869       26.7 %
Company B     7,284,968       19.3 %     7,032,721       18.2 %
Company C     3,296,691       8.8 %     4,143,091       10.7 %
Company D     4,007,021       10.6 %     2,831,833       7.3 %
    $ 24,826,161       65.9 %   $ 24,322,514       62.9 %

 

F-35

 

 

Details of the customers which accounted for 10% or more of accounts receivable are as follows:

 

    As of December 31,  
    2020     %
account
receivable
    2019     %
account
receivable
 
Company A   $ 803,031       14.7 %   $ 769,734       13.8 %
Company B     708,165       12.9 %     653,256       11.7 %
Company C     584,928       10.7 %     685,419       12.3 %
Company D     1,215,095       22.2 %     1,155,864       20.8 %
    $ 3,311,219       60.5 %   $ 3,264,273       58.6 %

 

24. SUBSEQUENT EVENTS

 

Subsequent events have been reviewed through the date the consolidated financial statements were issued and required no adjustments or disclosures other than the following:

 

On the February 4, 2021, the Company announced the acquisition of a majority stake in information security consultants Handshake Networking Ltd (“Handshake”), a Hong Kong-based company specializing in penetration testing. A total of 43,700 shares were issued and valued at $7.50 per share in consideration for 51% of Handshake.

 

On August 20, 2021, in addition to the Reverse Split (see Note 17), the shareholders of the Company also approved:

 

  a proposal to resolve fractional entitlements to the Company’s issued ordinary shares resulting from the Reserve Split – under the proposal, fractional shares will be disregarded and will not be issued to the shareholders of the Company but all such fractional shares shall be redeemed in cash for the fair value of such fractional share, with fair value being defined as the closing price of the ordinary shares on a post-reverse split basis on the applicable trading market on the first trading date of the Company’s ordinary shares following the effectiveness of the Reverse Split; and

 

  an increase in the Company’s authorized ordinary shares from 100,000,000 to 300,000,000.

 

25. CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY

 

The Company performed a test of its restricted net assets of the consolidated subsidiaries in accordance with the Securities and Exchange Commission’s Regulation S-X Rule 4-08 (e) (3), “General Notes to Financial Statements” and concluded that it was applicable for the Company to disclose the financial information of the parent company.

 

The subsidiaries did not pay any dividends to the Company for the periods presented. For the purpose of presenting parent-only financial information, the Company records its investment in its subsidiaries under the equity method of accounting. Such investment is presented on the separate condensed statement of financial position of the Company as “Investment in subsidiaries”. Certain information and footnote disclosures generally included in financial statements prepared in accordance with IFRS have been condensed or omitted.

 

The parent Company did not have significant capital and other commitments, long-term obligations, or guarantees as of December 31, 2020 and 2019.

 

F-36

 

 

STATEMENTS OF FINANCIAL POSITION - PARENT COMPANY ONLY

 

    As of December 31,  
    2020     2019  
    (Unaudited)     (Unaudited)  
Assets            
Current assets:            
Cash and cash equivalents   $ 1,030,340     $ 1,508,244  
Other receivables     -       57,400  
Investment in subsidiaries     1,823,463       2,147,265  
Total assets   $ 2,853,803     $ 3,712,909  
                 
Liabilities and equity                
                 
Trade and other payables   $ 116,084     $ 1,014,593  
Long-term borrowings from related company     4,947,400       1,437,303  
Total liabilities     5,063,484       2,451,896  
                 
Equity                
Ordinary Shares* –Authorized 100,000,000 shares, par value $0.003 (2019: Authorized 16,666,663 shares)     52,069       50,000  
Subscription receivable     (50,000 )     (50,000 )
Additional paid in capital     2,082,795       2,360,204  
Legal reserve     223,500       223,500  
Deficit     (4,722,294 )     (1,596,270 )
Accumulated other comprehensive income     204,249       273,579  
Total equity     (2,209,681 )     1,261,013  
Total liabilities and equity   $ 2,853,803     $ 3,712,909  

 

  * Giving retroactive effect to the reverse split on August 20, 2021.

 

STATEMENTS OF PROFIT AND LOSS AND COMPREHENSIVE LOSS - PARENT COMPANY ONLY

 

    For the years ended
December 31,
 
    2020     2019  
    (Unaudited)     (Unaudited)  
Revenue   $ -     $ -  
Cost of revenue     -       -  
Gross margin     -       -  
                 
Administrative expenses     (1,519,150 )     (656,176 )
Loss from operations     (1,519,150 )     (656,176 )
                 
Other income, net     9       -  
Finance cost     (92,717 )     (53,214 )
Equity (loss) income from equity investments     (1,514,166 )     763,425  
Net (loss) profit for the year     (3,126,024 )     54,035  
Total comprehensive (loss) income for the year   $ (3,126,024 )   $ 54,035  

 

F-37

 

 

STATEMENTS OF CASH FLOWS – PARENT COMPANY ONLY

 

    For the years ended
December 31,
 
    2020     2019  
    (Unaudited)     (Unaudited)  
Operating activities            
Net (loss) profit   $ (3,126,024 )   $ 54,035  
Adjustments to reconcile net income to net cash provided by operating activities                
Stock-based compensation     100,936       -  
Equity (loss) income from equity investments     1,514,166       (763,425 )
Changes in operating assets and liabilities:                
Other receivables, net     57,400       332,599  
Other payables     975,618       1,422,550  
Net cash provided by operating activities     (477,904 )     1,045,759  
                 
Net (decrease) increase in cash and cash equivalents, and restricted cash