UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF THE

SECURITIES EXCHANGE ACT OF 1934

 

For the month of, February 2022

 

Commission File Number 001-40848

 

GUARDFORCE AI CO., LIMITED

(Translation of registrant’s name into English)

 

10 Anson Road, #28-01 International Plaza

Singapore 079903

 (Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F ☒ Form 40-F ☐

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

 

 

 

 

 

 

Entry into a Commissioned Development Agreement

 

On February 8, 2022, Guardforce AI Co., Limited (the “Company”) entered into a Commissioned Development Agreement (the “Agreement”) with Shenzhen Kewei Robot Technology Co., Limited (“Kewei”), wherein Kewei will develop a robotics management platform named GFAI Intelligent Cloud Platform V2.0 (the “Platform”) for the Company. The initial term of the Agreement will be from February 8, 2022 until Decemeber 31, 2024, in accordance with certain development milestones listed in an exhibit to the Agreement. The Company agreed to deliver payment to Kewei in the amount of USD$5,000,000, discounted to USD$3,000,000 provided the Company were to issue a one-time, lump sum payment within five (5) business days of the execution of the Agreement, which $3,000,000 amount the Company timely paid. The Company will be the sole owner of all intellectual property rights in the Platform. The Agreement is governed by and construed in accordance with the laws of Hong Kong.

 

Although Kewei is affiliated with the Company, after careful consideration, the board of directors of the Company unanimously determined that the quotation received from Kewei was just, equitable and fair to the Company and that it would be in the best interests of the Company to enter into the Agreement with Kewei.

 

EXHIBIT INDEX

 

Exhibit No.     Description
99.1   Commissioned Development Agreement dated February 8, 2022

 

1

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: February 17, 2022 Guardforce AI Co., Limited
     
  By: /s/ Lei Wang
  Lei Wang
  Chief Executive Officer

 

 

2

 

 

Exhibit 99.1

 

 

 

 

COMMISSIONED DEVELOPMENT AGREEMENT

 

BETWEEN

 

GUARDFORCE AI (HONGKONG) CO., LIMITED

（“PARTY A”）

 

AND

 

Shenzhen KEWEI ROBOT TECHNOLOGY CO., LIMITED

（“PARTY B”）

 

 

 

 

 

 

No.: CDA-GFAIHK-SZKW-02082022

 

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THIS COMMISSIONED DEVELOPMENT AGREEMENT (“AGREEMENT”) is entered into this 8th day of February 2022 (the “Effective Date”)

 

BY:

 

(1) Guardforce AI (Hongkong) Co., Limited, with its registered address at Unit 01, 5/F., Guardforce Centre, No.3 Hok Yuen Street East, Hung Hom, Kowloon, Hongkong (and all its subsidiaries, “Party A”)

 

AND

 

(2) Shenzhen Kewei Robot Technology Co., Limited, with its registered address at 201, 2/F, BLK C, Wisdom Plaza, 4068 Qiaoxiang RD, Nanshan, Shenzhen 518054, China (“Party B”)

 

NOW, both Parties (“Parties”) hereby confirm their intentions in good faith as follows: -

 

1OBJECTIVES. This AGREEMENT expresses the intention of the Parties to embark on a mutual-beneficial and strategic partnership. Party B will be commissioned to develop a robotics management platform named as GFAI Intelligent Cloud Platform V2.0 (“GFAI ICP V2.0” or “Platform”, refer to Exhibit 1 for a list of functions) for Party A.

 

2OBLIGATIONS OF PARTY B. Pursuant to this AGREEMENT, Party B agrees: -

 

2.1 Service Location: Shenzhen

2.2 Service Period: from February 8, 2022, to December 31, 2024 (i.e., 35 months)

2.3 Service Milestones: refer to Exhibit 2

 

3OBLIGATIONS OF PARTY A. Pursuant to this AGREEMENT, Party A agrees to: -

 

3.1 Provide necessary assistance to PARTY B, including technical data, executing or following necessary agreements with any third parties, working conditions (providing servers and development accounts etc.).

 

3.2 Deliver payment to Party B at a total amount of US$5,000,000, discounted price at US$3,000,000 provided that Party agrees to pay at one time within five business days after the execution of this Agreement, refer to Exhibit 3 for details of charge standards, the amounts listed above shall include the expenses of design, development, testing and so forth in connection with the development of the Platform and shall also include the expenses of any taxation. Party B’s bank account (that can receive payment in US Dollars) details are listed as below:

 

Account Name: Shenzhen Kewei Robot Technology Co., Limited

Bank Name: PINGAN BANK CO, LTD

Bank Address: PINGAN BANK, 7E, 5047 SHENNAN DONG ROAD, LUOHU, SHENZHEN, CHINA

Account Number: 15000100892373

SWIFT Code: SZDBCNBS

 

4CONFIDENTIALITY. Each of the Parties shall keep confidential all proprietary and other non-public information received from the other party and to use the same only in connection with developing the Platform contemplated hereby in this AGREEMENT, unless such information is required to be filed by applicable laws, including, but not limited to, the U.S. Securities Exchange Act of 1934 as amended.

 

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5INTELLECTUAL PROPERTY RIGHTS. Party B acknowledges that Party A shall be the sole proprietor of all intellectual property rights of the Platform.

 

6AMENDMENT. Any amendment to this Agreement shall be mutually agreed upon and confirmed by written approaches.

 

7INSPECTION AND ACCEPTANCE. Parties hereto agree that the inspection and acceptance for the work shall be implemented on the basis of the Exhibit 1.

 

8DESIGNATED CONTACT. Parties hereto agree that within the Service Period, Mingchang Liu (leonardo.liu@guardforceai.com) shall be appointed as the designated contact for Party A, and Dongfang Chen (dongfang.chen@szkwrobot.com) for Party B. The designated contacts shall be responsible for reporting to each party’s key personnel the timelines and any issues occurred during the development of the Platform in a timely and precious manner. Any change of designated contacts shall be made via prior written notices.

 

9TERMINATION. Parties hereto agree that this Agreement shall be terminated if any of the following conditions occurs:

 

9.1 Force majeure.

 

9.2 Provided that Party A confirms that the developing Platform cannot meet its need of uses during the Service Period (refer to Exhibit 1), after amical discussion with Party B, Party A may terminate this Agreement, Party B shall return to Party A’s the paid payment on a pro-rate and monthly basis for the remaining part (total payment divided by 35 months).

 

10GOVERNING LAWS AND DISPUTE RESOLUTION

 

10.1 This AGREEMENT shall be governed by and construed in accordance with the laws of Hong Kong. Any disputes arising out of this AGREEMENT shall be amicably resolved by negotiation between the Parties and shall be submitted to the courts of Hong Kong if the negotiation fails.

 

11MISCELLANEOUS

 

11.1 Any unsolved matters arising out of this AGREEMENT shall be amicably resolved by negotiation between Parties.

 

11.2 Any notices pertaining to this AGREEMENT shall be made in written.

 

11.3 Any waiver by either party of a breach of any provision of this AGREEMENT shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this AGREEMENT.

 

11.4 No revision or modification of this AGREEMENT shall be effective unless in writing and agreed by Parties hereto.

 

11.5 All exhibits hereto are intended as the complete and exclusive parts of this AGREEMENT.

 

11.6 This Agreement is written by Chinese and English, the Chinese version shall prevail in the event of any ambiguity in meanings.

 

(Signature page to follow)

 

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IN WITNESS WHEREOF, this AGREEMENT has been executed by Parties’ respective authorized signatories hereto as of the Effective Date described on the first page.

 

SIGNED by Lei Wang, Director /s/ Lei Wang

For and on behalf of

Guardforce AI (Hongkong) Co., Limited

 

 

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SIGNED by Lin Jia /s/ Lin Jia

For and on behalf of

Shenzhen Kewei Robot Technology Co., Limited

 

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