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.
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.
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.
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.
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.
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.
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.
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.
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.
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
|
|
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.
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.
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.
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.
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
|
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.
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
|
|
|
|
√
|
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.
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.
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.
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.
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.
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.
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.
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
|
|
|
|
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.
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
|
|
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
|
|
|
|
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.
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.
|
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.
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
|
|
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
|
|
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.
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
|
|
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
|
|
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.
|
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
|
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.
|
|
(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.
|
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
|
|
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.
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
|
%
|
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
|
%
|
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.
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
|
|
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
|
|
|
(477,904
|
)
|
|
|
1,045,759
|
|
Cash and cash equivalents at beginning of year
|
|
|
1,508,244
|
|
|
|
462,485
|
|
Cash and cash equivalents at end of year
|
|
$
|
1,030,340
|
|
|
$
|
1,508,244
|
|
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to “incorporate by reference”
the information we file with it into this prospectus. This means that we can disclose important information about us and our financial
condition to you by referring you to another document filed separately with the SEC instead of having to repeat the information in this
prospectus. The information incorporated by reference is considered to be part of this prospectus and later information that we file with
the SEC will automatically update and supersede this information. We incorporate by reference into this prospectus the information contained
in the documents listed below and any future filings made by us with the SEC under Section 13(a), 13(c) or 15(d) of the Exchange Act,
except for information “furnished” to the SEC which is not deemed filed and not incorporated by reference into this prospectus
(unless otherwise indicated below), until the termination of the offering of securities described in the applicable prospectus supplement:
|
·
|
the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2020, filed with
the SEC on April 29, 2021;
|
|
·
|
the Company’s Report on Form 6-K furnished to the SEC on December 17, 2021, containing our unaudited
condensed consolidated financial statements for the six months ended June 30, 2021 and 2020; and
|
|
·
|
the description of the Company’s Ordinary Shares contained in the Company’s Registration Statement
on Form 8-A12B (File No. 001-40848) filed with the SEC on September 28, 2021, pursuant to Section 12(b) of the Exchange Act, including
any amendment or report filed for the purpose of updating such description.
|
We also incorporate by reference any future annual
reports on Form 20-F we file with the SEC under the Exchange Act after the date of this prospectus and prior to the termination of the
offering of securities by means of this prospectus, and any future reports of foreign private issuer on Form 6-K we furnish with the SEC
during such period that are identified in such reports as being incorporated by reference in this prospectus.
Any reports filed by us with the SEC after the
date of this prospectus and before the date that the offering of securities by means of this prospectus is terminated will automatically
update and, where applicable, supersede any information contained in this prospectus or incorporated by reference in this prospectus.
This means that you must look at all of the SEC filings that we incorporate by reference to determine if any of the statements in this
prospectus or in any documents incorporated by reference have been modified or superseded. Unless expressly incorporated by reference,
nothing in this prospectus shall be deemed to incorporate by reference information furnished to, but not filed with, the SEC.
We will provide without charge to any person (including
any beneficial owner) to whom this prospectus is delivered, upon oral or written request, a copy of any document incorporated by reference
in this prospectus but not delivered with the prospectus (except for exhibits to those documents unless a document states that one of
its exhibits is incorporated into the document itself). Such request should be directed to: Guardforce AI Co., Limited, 10 Anson Road,
#28-01 International Plaza, Singapore 079903, and telephone number +66 (0) 2973 6011.