As filed with the Securities and Exchange Commission on June 1, 2022

Registration No. 333-258054

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

__________________________________

 

Post-Effective Amendment No. 1

to

FORM F-1

on FORM F-3

 

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

_________________________________________

 

GUARDFORCE AI CO., LIMITED 

(Exact name of registrant as specified in its charter)

_________________________________________

 

Cayman Islands   N/A
(State or Other Jurisdiction of
Incorporation or Organization)
  (I.R.S. Employer
Identification Number)

 

10 Anson Road, #28-01 International Plaza, Singapore 079903

Tel: +65 6702 1179

(Address, including zip code, and telephone number, including area code
of registrant’s principal executive offices)

_________________________________________

 

    Copies of Correspondence to:
     

Cogency Global Inc.

122 East 42nd Street, 18th Floor
New York, NY 10168
(800) 221-0102

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

 

Louis A. Bevilacqua, Esq.

Bevilacqua PLLC

1050 Connecticut Avenue, NW, Suite 500

Washington, DC 20036

202-869-0888

_________________________________________

 

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

––––––––––––––––

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Emerging growth company

 

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

 

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

 

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

 

 

 

 

 

 

EXPLANATORY NOTE

 

This Post-Effective Amendment No. 1 to the Registration Statement on Form F-1 (File No. 333-258054), or the Registration Statement, is being filed pursuant to our undertaking in the Registration Statement to update and supplement information contained in the Registration Statement, as originally filed with the Securities and Exchange Commission, or the SEC, on July 20, 2021, as subsequently amended, and declared effective by the SEC on September 28, 2021, to incorporate by reference the company’s Report on Form 20-F filed with the SEC on March 31, 2022 (to the extent incorporated by reference herein), as subsequently amended. In addition, this Post-Effective Amendment No. 1 is being filed to convert the Registration Statement into a Registration Statement on Form F-3.

 

The Registration Statement originally covered our initial public offering of 3,614,458 units, each unit consisting of one of our ordinary shares, par value $0.003 per share, and a warrant to purchase one ordinary share. The initial public offering price of our units was $4.15 per unit. Each ordinary share was being sold together with one warrant to purchase one ordinary share. Each whole share exercisable pursuant to the warrants had an initial exercise price per share of $5.1875, equal to 125% of the initial public offering price. The warrants were immediately exercisable and are to expire on the fifth anniversary of the original issuance date. The units were not certificated and the ordinary shares and related warrants were immediately separable and were issued separately, but were required to be purchased together as a unit in the offering. In this offering we sold 3,614,458 units and we issued to investors warrants to purchase 4,156,626 of our ordinary shares (including warrants to purchase 542,168 of our ordinary shares issued on exercise of the underwriter’s over-allotment option) and to the representative of the underwriters warrants to purchase 180,723 of our ordinary shares. All 4,337,349 of these warrants are listed on the Nasdaq Capital Market under the symbol “GFAIW.” As of the date of this Post-Effective Amendment No.1, we are offering for sale 4,337,349 of our ordinary shares solely issuable upon exercise of the investor warrants and the underwriter warrants.

 

The information included in this filing updates the Registration Statement and the prospectus contained therein. No additional securities are being registered under this Post-Effective Amendment No. 1. All applicable registration fees were paid at the time of the original filing of the Registration Statement.

 

 

 

 

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

 

SUBJECT TO COMPLETION

DATED JUNE 1, 2022

 

PRELIMINARY PROSPECTUS

 

 

 

Guardforce AI Co., Limited

 

4,337,349 Ordinary Shares

____________________________

 

This prospectus relates to the sale by us of up to 4,337,349 ordinary shares, at a price per share of $1.15, issuable upon the exercise of warrants, including 4,156,626 ordinary shares issuable upon exercise of warrants issued to investors in our initial public offering (the “publicly-traded warrants”) and 180,723 ordinary shares issuable upon the exercise of warrants issued to the representative of the underwriters in our initial public offering (the “representative’s warrants,” and together with the publicly-traded warrants, the “warrants”).     

 

Our ordinary shares and warrants are both listed on the Nasdaq Capital Market under the symbols “GFAI” and “GFAIW”, respectively. On June [  ], 2022, the closing price of our ordinary shares and warrants on the Nasdaq Capital Market was $[  ] and $[   ], respectively.

 

We are an “emerging growth company” under applicable federal securities laws and, as such, we have elected to comply with certain reduced public company reporting requirements for this prospectus and future filings.

 

Investing in our ordinary shares and publicly-traded warrants involves a high degree of risk. See “Risk Factors” beginning on page 20 of this prospectus.

 

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

 

The date of this prospectus is ______________, 2022

 

 

 

 

TABLE OF CONTENTS

 

ABOUT THIS PROSPECTUS ii
FORWARD-LOOKING STATEMENTS iii
PROSPECTUS SUMMARY 1
THE OFFERING 16
RISK FACTORS 17
USE OF PROCEEDS 18
DIVIDEND POLICY 19
DESCRIPTION OF SHARE CAPITAL 21
PLAN OF DISTRIBUTION 26
LEGAL MATTERS 27
ENFORCEMENT OF CIVIL LIABILITIES 28
EXPERTS 30
INDEMNIFICATION 31
WHERE YOU CAN FIND MORE INFORMATION 32
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 33

 

i

 

ABOUT THIS PROSPECTUS

 

This prospectus is part of a registration statement on Form F-1 that we filed with the Securities and Exchange Commission relating to our initial public offering in which we sold 3,614,458 units of our securities, each unit consisting of one of our ordinary shares, par value $0.003 per share, and a warrant to purchase one ordinary share. In this offering, we issued to investors warrants to purchase 4,156,626 of our ordinary shares (including warrants to purchase 542,168 of our ordinary shares issued on exercise of the underwriter’s over-allotment option) and to the representative of the underwriters warrants to purchase 180,723 of our ordinary shares. All 4,337,349 of these warrants are listed on the Nasdaq Capital Market under the symbol “GFAIW.” We are now converting our Form F-1 prospectus to a Form F-3 prospectus under which we will continue to offer for sale 4,337,349 of our ordinary shares issuable upon exercise of the investor warrants and the underwriter warrants, each at the current anti-dilution adjusted exercise price of $1.15 per share.

 

You should rely only on the information contained or incorporated by reference in this prospectus or any applicable prospectus supplement. We have not authorized any other person to provide you with different or additional information. If anyone provides you with different or additional information, you should not rely on it. This prospectus is not an offer to sell the ordinary shares offered by this prospectus in any jurisdiction where the offer or sale is not permitted. You should assume that the information contained in this prospectus or in any applicable prospectus supplement is accurate only as of the date on the front cover thereof or the date of the document incorporated by reference, regardless of the time of delivery of this prospectus or any applicable prospectus supplement or any sales of the ordinary shares offered hereby or thereby. Our business, financial condition, results of operations and prospects may have changed since that date.

 

ii

 

FORWARD-LOOKING STATEMENTS

 

This prospectus contains forward-looking statements that are based on our management’s beliefs and assumptions and on information currently available to us. All statements other than statements of historical facts are forward-looking statements. The forward-looking statements are contained principally in, but not limited to, the sections entitled “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.” These statements relate to future events or to our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Forward-looking statements include, but are not limited to, statements about:

 

  our goals and strategies;

 

  our future business development, financial condition and results of operations;

 

  expected changes in our revenue, costs or expenditures;

 

  growth of and competition trends in our industry;

 

  our expectations regarding demand for, and market acceptance of, our products;

 

  our expectations regarding our relationships with investors, institutional funding partners and other parties we collaborate with;

 

  our expectation regarding the use of proceeds from this offering;

 

  fluctuations in general economic and business conditions in the markets in which we operate; 

 

  relevant government policies and regulations relating to our industry;

 

  key personnel continuing their employment with us; and

 

  the duration and impact of the COVID-19 pandemic.

 

In some cases, you can identify forward-looking statements by terms such as “may,” “could,” “will,” “should,” “would,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “project” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond our control and which could materially affect results. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under the heading “Risk Factors” and elsewhere in this prospectus. If one or more of these risks or uncertainties occur, or if our underlying assumptions prove to be incorrect, actual events or results may vary significantly from those implied or projected by the forward-looking statements. No forward-looking statement is a guarantee of future performance.

 

This prospectus also contains certain data and information, either directly or incorporated by reference, which we obtained from various government and private publications. Although we believe that the publications and reports are reliable, we have not independently verified the data. Statistical data in these publications includes projections that are based on a number of assumptions. If any one or more of the assumptions underlying the market data is later found to be incorrect, actual results may differ from the projections based on these assumptions.

 

The forward-looking statements made in this prospectus or incorporated herein by reference relate only to events or information as of the date on which the statements are made. Although we are currently registered as a reporting company under Section 12(g) of the Exchange Act and have ongoing disclosure obligations under United States federal securities laws, we do not intend to update or otherwise revise the forward-looking statements in this prospectus, whether as a result of new information, future events or otherwise.

 

iii

 

 

PROSPECTUS SUMMARY

 

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

 

Our Company

Business Overview

 

We were founded in 2018 with the purpose to acquire our operating subsidiary GF Cash (CIT) and develop complementary technology related solutions and services.

 

In 2020, we established a Robotics Solution business with a goal of diversifying our revenue base, proven to be well timed as the global COVID-19 pandemic soon followed.

 

In March 2021, we acquired 51% of Handshake Networking Limited, or Handshake, in Hong Kong as part of our strategy to enter into the Information Security business.

 

The principal executive office of our company was changed to Singapore from Bangkok, Thailand in November 2021.

 

On March 22, 2022, we acquired 100% of the equity interests in Shenzhen GFAI and Guangzhou GFAI in Greater Bay Area of China. This acquisition is expected to serve an integral role in the growth of Guardforce AI’s robotics as a service (RaaS) business initiative. 

 

On May 24, 2022, we signed two definitive agreements to acquire a total of eight companies in China. The first agreement is to acquire Beijing Wanjia Security System Limited, an integrated security provider with 25 years of experience, from Shenzhen Yeantec Co., Limited. This acquisition is expected to close in June 2022. The second agreement is to acquire an additional seven companies from Shenzhen Kewei Robot Technology Co., which acquisition is expected to close in the third quarter of 2022. These seven companies are providers of robotics as a service (RAAS) solutions.

 

Our businesses are categorized into three main units:

 

[i] Secured Logistics Business;

 

[ii] Robotics Solution Business; and

 

[iii] Information Security Business.

 

Our Secured Logistics Business

 

We are a market leader with more than 40 years of experience in the cash logistics business in Thailand. Our services include cash-in-transit, dedicated vehicles to banks, ATM management, cash center operations, cash processing, coin processing, cheque center, and cash deposit machine solutions (cash deposit management and express cash service). Our customers include local commercial banks, chain retailers, coin manufacturing mints, and government authorities. Our five major customers are Government Savings Bank, Bank of Ayudhya, TTB Bank Public Company (Thanachart Bank Public Company was one of our five major customers in fiscal year 2020 which had merged with TMB Bank Public Company in June 2021 to become TTB Bank Public Company), CP All Public Company and Big C Super Center Public Company. A few global customers also retain our services under temporary contract. As of the date of this report, we employed 1,738 staff located in GF Cash (CIT) and had 473 vehicles.

 

1

Our operating subsidiary, GF Cash (CIT), was founded in 1982 (the company was formerly named Securicor (Thailand) Limited) and was renamed G4S Cash Service (Thailand) Limited in 2005. The Company was renamed again as Guardforce Cash Solution (Thailand) Limited in 2016 and the name was further changed to Guardforce Cash Solution Security (Thailand) Company Limited in 2017. The principal office of GF Cash (CIT) is located in Bangkok, Thailand.

 

Substantially all of our revenues are derived from GF Cash (CIT)’s secured logistic business and gross revenue for our secured logistic business years ended December 31, 2021, 2020 and 2019 was approximately $34.3 million, $37.4 million and $38.6 million, respectively.

 

In 2020, in addition to our secured cash logistics business, we strategically began to develop other non-cash related solutions and services in an effort to diversify our revenue streams. In view of the pace of global robotics development and in response to the more automated requirements, driven in part by the COVID-19 pandemic, we have begun to rollout robotic solutions for our customers in Thailand and across the Asia Pacific region. As of December 31, 2021, we had generated approximately $0.4 million in revenue from our robotics solutions business.

 

In addition, we acquired a majority interest in Handshake on March 25, 2021, which contributed approximately $0.5 million to our consolidated revenue for the year ended December 31, 2021.

 

As of the date of this prospectus, the large majority of our revenues are derived from our principal business, which is Secured Logistics Solutions. This primarily includes: (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) Consolidate Cash Center Operations (CCC); (vii) Cheque Center Service (CDC); (viii) Express Cash; (ix) Coin Processing Service; (x) Cash Deposit Management Solutions (GDM).

 

Secured Logistics Solutions collects cash from its customers’ main business operations, then delivers the collected cash to its cash processing centers for counting, checking and packing in bundles, after which the cash is transported to the customers’ designated depository banks and deposited into the customers’ bank accounts. We enter into contracts with our customers to establish pricing and other terms of service. We charge customers based on activities (service performed) as well as based on the value of the consignment.

  

Core Services

 

Our Core Services include CIT (Non-DV), CIT (DV), ATM Management, CPC, CCT, CCC, CDC and GDM. For the year ended December 31, 2021, Core Services represented 97.6% of our total revenues.

  

The charts below show the breakdown of our core secured logistics business services by sector for the fiscal years ended December 31, 2021, 2020 and 2019. These business sectors are discussed below.

 

Revenue by Services (For the year ended December 31, 2021):

 

 

 

2

Revenue by Services (For the year ended December 31, 2020):

 

 

 

Revenue by Services (For the year ended December 31, 2019):

 

 

 

Cash-In-Transit – Non-Dedicated Vehicles (Non-DV)

 

CIT (Non-DV) includes the secured transportation of cash and other valuables between commercial banks and the Bank of Thailand, Thailand’s central bank. CIT (Non-DV) also includes the transportation of coins between the commercial banks, the Thai Royal Mints and the Bank of Thailand. As such, the main customers for this service are the local commercial banks. Charges to the customers are dependent on the value of the consignment; condition of the cash being collected (for example, seal bag collection, piece count collection, bulk count collection, or loose cash collection); and the volume of the transaction. Vehicles used for the delivery of this service are not dedicated to the specific customers.

 

For the years ended December 31, 2021, 2020 and 2019, CIT (Non-DV) revenues were approximately $11.2 million (31.9%), $12.0 million (32.0%) and $12.1 million (31.2%), respectively.

 

Cash-In-Transit - Dedicated Vehicle to Banks (DV)

 

CIT (DV) includes the secured transportation of cash and other valuables between commercial banks. As part of this service, dedicated vehicles are assigned specifically to the contracted customer for their dedicated use between the contracted designated bank branches. As this is a dedicated vehicle service, customers will submit direct schedules to our CIT teams for the daily operational arrangements and planning. Charges to the customers are on a per vehicle per month basis.

 

For the years ended December 31, 2021, 2020 and 2019, CIT (DV) revenues were approximately $4.6 million (13.0%), $4.8 million (12.8%) and $5.0 million (12.9%), respectively.

 

3

 

ATM Management

 

ATM management includes cash replenishment services and first and second line of maintenance services for the ATM machines. First line of maintenance services (FLM) includes rectification of issues related to jammed notes, dispenser failures and transaction record print-out issues. Second line of maintenance services (SLM) includes all other issues that cannot be rectified under the FLM. SLM includes complete machine failure, damage to hardware and software, among other things. 

 

For the years ended December 31, 2021, 2020 and 2019, ATM Management revenues were approximately $10.8 million (30.7%), $12.5 million (33.3%) and $14.0 million (36.4%), respectively.

 

Cash Processing (CPC)

 

Cash processing (CPC) services include counting, sorting, counterfeit detection and vaulting services. We provide these services to commercial banks in Thailand.

 

For the years ended December 31, 2021, 2020 and 2019, CPC revenues were approximately $3.0 million (8.6%), $2.8 million (7.5%) and $2.3 million (5.9%), respectively.

 

Cash Center Operations (CCT)

 

Cash Center Operations (CCT) is an outsourced cash center management service. We operate the cash center on behalf of the customer, which includes note counting, sorting, storage, inventory management and secured transportation of the notes and coins to the various commercial banks in Thailand.

 

For the years ended December 31, 2021, 2020 and 2019, CCT revenues were approximately $2.8 million (8.0%), $3.3 million (8.6%) and $3.7 million (9.5%), respectively.

 

Consolidate Cash Center (CCC)

 

Consolidate Cash Center (CCC) is a new business commencing in 2021 to provide an outsourced cash center management service. We operate the cash center which includes note counting, sorting, storage, inventory management and secured transportation of the notes and coins on behalf of for Bank of Thailand (BOT).

 

For the years ended December 31, 2021, CCC revenues were approximately $0,2 million (0.5%).

 

Cheque Center Service (CDC)

 

Cheque Center Service (CDC) includes secured cheque pickup and delivery service.

 

For the year ended December 31, 2021, 2020 and 2019, CDC revenues were approximately $0.05 million (0.1%), $0.1 million (0.2%) and $0.4 million (1%), respectively.

 

Express Cash

 

The express cash service is an expansion of our Guardforce Digital Machine, or GDM, solution. We work with commercial banks to have a mobile GDM installed in our CIT vehicles to collect cash from retail customers at the retailers’ sites. The cash is immediately processed inside the CIT vehicle and the cash counting results are immediately transmitted to GF Cash (CIT) headquarters and to the commercial bank. That bank will then credit the counted amount to its customers’ bank accounts. We launched the Express Cash service in 2019.

 

For the years ended December 31, 2021, 2020 and 2019, express cash service revenues were $nil (nil %), $0.1 million (0.3%) and $nil (nil %), respectively.

 

Coin Processing Service

 

The Coin Processing Service includes the secured collection of coins from retail businesses and banks. The coins are stored and then delivered to the Royal Thai Mint, a sub-division of the Thai Treasury Department, Ministry of Finance. We deploy manpower to work at the Royal Thai Mint as cashier services. Additionally, we use our existing vehicle fleet to deliver coins from the Royal Thai Mint to bank branches, and vice versa.

 

For the years ended December 31, 2021, 2020 and 2019, coin processing service revenues were $nil, $0.3 million (0.8%) and $0.04 million (0.1%), respectively. 

4

 

International Shipment

 

International shipment provides secured delivery service that we receive and deliver high valued items such as diamonds and jewelries on behalf of our customers. We receive the consignment by air and delivers to local customers in Thailand or vice versa.

 

For the years ended December 31, 2021, 2020 and 2019, international shipment revenues were $0.05 million (0.1%), $0.06 million (0.0%) and $nil (nil %), respectively.

 

Cash Deposit Management Solutions (GDM)

 

Cash Deposit Management Solutions are currently delivered by our Guardforce Digital Machine (GDM). The GDM product is deployed at customer sites to provide secured retail cash deposit services. Customers use our GDM product to deposit daily cash receipts. We then collect the daily receipts from our GDM in accordance to the agreed schedules. All cash receipts are then securely collected and delivered to our cash processing center for further handling and processing.

 

For the years ended December 31, 2021, 2020 and 2019, GDM revenues were approximately $1.6 million (4.7%), $1.5 million (3.9%) and $1.2 million (3%), respectively.

  

Our Fee Structure for the Secured Logistics Business

 

We have several fee models based on the services provided. Our fees for dedicated vehicles service are based on the allocation of cost of manpower deployment, vehicle and consumable items. Fees for fixed collections or on-call services are based on a pre-agreed amount per delivery, which varies by such factors as collection time, pick-up and delivery locations and the processing time.

 

Our Fleet of Vehicles for the Secured Logistics Business

 

We operate a fleet of 473 vehicles. Our fleet includes armored vehicles – pickup, armored vehicles – van, armored vehicles – truck 6 wheels, maintenance soft skin vehicles – pickup, coin trucks soft skin – pickup, security patrol soft skin – pickup trucks and administrative vehicles.

 

Our vehicles are maintained to the highest commercial standards to ensure our quality of service. We operate dedicated garages for the repair and maintenance of our vehicles, staffed with a team of in-house auto mechanics. Our vehicle repair facilities are located at our head office location in Laksi and at other major branch locations. We also have a well-established logistics department which monitors the operations of our garages and the maintenance of our vehicle operations standards.

 

Our Robotic Solutions Business

 

Our Robotics Solutions business was established in 2020 as part of our revenue diversification efforts. We do not manufacture the robots, but we operate on a Robots as a Service (RaaS) business model and purchase the robots from equipment manufacturers. We integrate various value add applications and offer these as a recurring revenue service. As part of our market penetration strategy, we have adopted a mass adoption strategy by providing the robots on a trial basis with an option to purchase or rent. In February 2022, we announced that the company had reached a strategic milestone deploying more than 1,400 robots in the Asia Pacific region. The majority of these robots are still on a free trial basis with our key consideration being the collection of usage patterns and market intelligence allowing us to further develop applications and features that are suitable to our customers. In October 2021, we announced the launch of our Intelligent Cloud Platform (ICP) to help better manage the remotely deployed robots and to facilitate the development of additional features and applications. We plan to provide access to the ICP to all our clients through a browser-based interface that allows clients real-time data access. We are working continuously to improve and upgrade the robots and the ICP and their precise specifications may change over time.

 

5

We currently have 3 robotics products:

 

[1] Reception Robot (T - Series) for indoor stationary applications.

 

[2] Disinfection Robots (S - Series) for indoor applications.

 

[3] Delivery Robot (D - Series) for indoor applications.

 

Reception Robot (T – Series)

 

The T – Series robot is designed for indoor deployment at ingress/egress points for access control management. The T – Series robots are used primarily at shopping malls, residential buildings, educational institutions, corporate buildings, hospitals, supermarkets, transportation stations, hotels and entertainment venues. The T – Series features include:

 

  Contactless temperature screening;

 

  Attendance management;

 

  Interactive touch screen; and

 

  Large frontal display screen for remote public announcement and advertising.

  

Disinfection Robots (S – Series)

 

The S – Series robot is designed to be deployed indoors with disinfection capabilities and is used primarily at shopping malls, residential buildings, educational institutions, corporate buildings, hospitals, supermarkets, transportation stations, hotels and entertainment venues. The S – Series current features include:

 

  Effective mist disinfection for areal sanitization;

 

  Autonomous navigation using Simultaneous Localization and Mapping (SLAM) and Light detection and ranging (LiDar) technologies; and

 

  Autonomous “home return” to port feature for charging when power is running below 20%.

 

Delivery Robot (D – Series)

 

The D – Series robot is designed for indoor applications for autonomous delivery capabilities and is used primarily at hotels, hospitals, restaurants and office environments. The current D – Series features include:

 

  Interactive touch screen;

 

  Autonomous navigation using Simultaneous Localization and Mapping (SLAM) and Light detection and ranging (LiDar) technologies; and

 

  Autonomous “home return” to port feature for charging when power is running below 20%.

  

In addition, all of our robots include several communications features - the units can transfer data over both 4G LTE networks and Wi-Fi and will be able to incorporate future 5G capabilities.

 

For the year ended December 31, 2021, robotics solutions revenues were approximately $0.37 million or approximately 1.0% of the company’s total revenues.

 

Our Fee Structure for the Robotics Solutions Business

 

Our Robotics Solution Business has two fee structures:

 

  Sale of Robots: One-off purchase by customers of the robots; and

 

  Rental of Robots: Customers lease the robots as part of our Robots as a Service (RaaS) model.

6

 

Our Information Security Business

 

We acquired a majority stake in Handshake on March 25, 2021, in furtherance of our strategy to diversify into information security as part of our portfolio of services. The purpose of this acquisition was to provide us with the experience, expertise and creditability to capitalize on the growing information security market. The Asia Pacific market for cybersecurity is expected to grow to approximately $51.42 billion by 2026. https://www.mordorintelligence.com/industry-reports/asia-pacific-cyber-security-market.

 

Handshake has been providing professional information security consultancy services since 2004 within the Asia Pacific region.

 

Handshake is the only certified and approved scanning vendor in Hong Kong by the PCI Security Standard Council (PCI ASV).

 

The services offered under our Information Security business include:

 

  External and Internal Penetration Testing;

 

  Wireless Network Testing;

 

  Web Application Testing;

 

  Hospitality Services Testing;

 

  Consulting Services, Training;

 

  PCI Services; and

 

  Forensic Services.

 

For the year ended December 31, 2021, Information Security revenues were approximately $0.48 million, or 1.4% of the company’s total revenues.

 

Our Fee Structure for the Information Security Business

 

Our Information Security Business has three fee structures:

 

  Penetration Test: one-off fees based upon the successful delivery of the test report;

 

  PCI ASV Scan: one-off fees based upon a successful scan result report; and

 

  Reseller: one-off fees based upon the resale and installation of third party information security solutions . We are currently a reseller of Rapid7 security software solutions.

 

 

Sales and Marketing

 

Secured Logistics Business Sales & Marketing

 

During the 2022 fiscal year, for our secured logistics business we will endeavor to ensure that all of our existing customer contracts will be renewed, to protect our major sources of existing income. In addition, we plan to undertake the following activities to promote our businesses:

 

  To continue to work closely with local Thailand commercial banks to attract more retail chain customers to our secured logistic solutions such as outsourced cash management services;

 

  To work closely with existing customers to extend our secured logistics solutions throughout Thailand and other industries and

 

  To explore upgrading the cash processing system to include AI related functions and capabilities.

 

7

 

Secured Logistics Customers

 

Since 2008, the major customer of our secured logistics business has been the Government Savings Bank, a state-owned Thai bank located in Bangkok.

 

For the year ended December 31, 2021, the revenue derived from the Government Savings Bank was approximately $9.6 million, which accounted for approximately 27.3% of our revenue.

 

For the year ended December 31, 2021, our next four largest customers were the Bank of Ayudhya Public Company, CP All Public Company, TTB Bank Public Company (Thanachart Bank Public Company was one of our five major customers in fiscal year 2020 which had merged with TMB Bank Public Company in June 2021 to become TTB Bank Public Company) and Big C Super Center Public Company. The total revenue derived from these four customers was approximately $15.7 million or 44.6% of our revenue. Our top five customers combined accounted for approximately 71.9% of our revenue. We have four customers that accounted for 10% or more of our revenue for the years ended December 31, 2021, 2020 and 2019 (See Note 23 “Concentrations” in our audited consolidated financial statements for details).

 

For the year ended December 31, 2021, substantially all of our revenues are derived from secured logistic customers of approximately $35.15 million. 64% of our revenue was generated from bank customers, while retail customers and others such as hospitality, corporate and logistics sectors accounted for 36% of these revenues.

 

We are now starting to diversify our customer portfolio by acquiring more retail customers and entering other new service sectors in order to balance our portfolio and better protect our business.

 

Our business development and customer service teams actively participate in all contract renewal processes in order to retain the contracts that are up for renewal and to establish and maintain good relationships with our customers.

 

Secured Logistics Competition

 

Our principal business is secured logistics. The chart below references GF Cash (CIT) as “GFCTH” and names GF Cash (CIT)’s competitors showing relative market share in 2021.

 

8

THAILAND MARKET SHARE 2021

 

 

 

Source: Thailand Revenue Department

 

The secured logistics industry in Thailand is subject to significant competition and pricing pressure. The main competitors are the international companies such as Brinks, and there are also many local CIT competitors in Thailand having very good relationships with their customers. We expect our secured logistics competition to increase and this could affect our pricing strategies in the future.

 

Additionally, several banks have their own CIT subsidiaries which serve these banks exclusively.

 

We also face potential competition from certain commercial banks that market their own cash management solutions to their customers and hire CIT companies as their CIT suppliers.

 

Across the CIT industry, most CIT companies want to have a footprint in the retail sector and they use lower pricing as a competitive strategy.

 

Despite the high competition in the CIT industry in Thailand, we believe that we have significant competitive advantages, including:

 

  Full coverage in the entire country with 21 branches;

 

  Flexible and reliable operations;

 

  Continuity of our management team;

 

  The authorization by the BOT of GF Cash (CIT) to run 10 Cash Centers in Thailand to support Cash Center operations to the BOT;

 

  Long term relationship with local commercial banks;

 

  40 years of experience among the staff/management team in the cash logistics solutions business in Thailand; and

 

  In 2021, the award by the BOT of GF Cash as Consolidated Cash Centre operator in Khon Kean & Hadyai.

 

9

 

Robotics Solutions Business Sales & Marketing

 

During the 2022 fiscal year, we plan to undertake the following activities to promote our Robotics Solutions business:

 

  To continue to offer our robots on a free trial basis and to provide rental and purchase options to drive market penetration and coverage;

 

  To use our existing nationwide infrastructure in Thailand to promote and introduce our robotic solutions as the country begins to recover from the COVID lockdown, in particular, to hotels, airports, transportation hubs, hospitals and shopping centers;

 

  To work closely with partners globally in the region to promote and introduce our robotic solutions, in particular, in Singapore, Hong Kong, Malaysia, Macau and other Asia Pacific regions and the US; and

 

  To continue to develop and integrate the ICP to facilitate future additional revenue streams from AI related applications and features that includes but not limited to a customer user friendly dashboard that allows clients to remotely monitor and analyze the data sensed from the robots deployed within their premises.

 

Robotics Solutions Customers

 

Since the inception of our Robotics Solutions business, the deployment of our robots (free trial, service fee basis and sales) has primarily been at hospitals, educational institutions, entertainment venues, government buildings, and shopping malls in Thailand, Hong Kong, Singapore, Malaysia, Macau and other markets across Asia.

 

Robotics Solutions Competition

 

The robotics industry globally is still in its infancy. Competition is high as most competitors are engaged in selling robots as a stand-alone product. The majority of our competitors are Chinese and Japanese robotics manufacturers. At present, there is no clear market leader.

 

Despite the highly competitive environment, we believe we have the following competitive advantages:

 

  Existing distribution network via our secured logistics business particularly in Thailand;

 

  40 years of business experience in delivering services to customers; and

 

  Development of the Intelligent Cloud Platform that will enhance the customer experience and value.

 

Information Security Business (Sales & Marketing)

 

During the 2022 fiscal year, we plan to undertake the following activities to promote our Information Security business:

 

  Work with customers to extend testing services within their organizations and to their customers;

 

  Continue to explore overseas expansion via existing business networks in Thailand and Hong Kong; and

 

  Develop automated penetration testing applications to facilitate the Software as a Service (SaaS) business model.

 

Information Security Customers

 

Our customers in the Information Security business are primarily within the financial, logistics, retail, hospitality, and corporate services segments. Our business managers are in constant contact with customers to ensure that all service requests are delivered on a timely basis. The majority of service requests are based on annual penetration test requirements by the customers.

 

10

 

Information Security Competition

 

The information security industry globally is extremely fragmented with numerous start-ups targeting niche segments of the information security market. We expect that with the growing transformation of existing business to online platforms, the demand for various Information Security solutions will grow significantly. Competition is high as existing dominant players in the US and Europe try to gain market share within the Asia Pacific region. However, we believe that there will be a merging of physical security and Information Security as customers will require not only physical security but also the Information Security solutions.

 

Despite the high competition, we believe that we have significant advantages in our information security solutions, including;

 

  Existing distribution network via our secured logistics business particularly in Thailand;

 

  40 years of business experience in delivering services to customers; and

 

  The only PCI ASV approved scanning vendor in Hong Kong.

 

Our Growth Strategies

 

We believe that trends in the security industry during the next decade will be characterized by rapid technological change, continual convergence between physical security and Information Security and increased competition. Against the backdrop of these industry trends, we aim to enhance shareholder value by maintaining our leading position in the Thailand secured logistics services market as well as leveraging our competitive strengths to exploit new opportunities identified from the increasing physical and cyber convergence and the growth in regional security demand.

 

Our principal growth strategies are to:

 

  Continue to maintain our leadership position in Thailand by providing the best-in-class solutions to our customers. This includes development of artificial intelligence, or AI, systems within our logistical network to improve service deliveries and value add solutions to our customers.

 

  Offer a broad range of new and innovative services that are non-cash related, with a goal of 44% of our 2022 revenues to be derived from non-CIT related offerings. We will continue to drive robotics solutions and applications as the market becomes more educated and adapted to accept new technologies. In addition, we will continue to explore the deployment of Information Security related solutions as businesses and individuals become more connected and more vulnerable to security intrusions and cyber thefts.

 

  Increase the speed of transformation by acquiring or establishing partnerships with technological innovators in the Information Security, artificial intelligence, robotics and related fields. To that end, on March 25, 2021, we completed our acquisition of 51% of Handshake. Please refer to the Recent Developments section below for more information about our Handshake business.

 

  Enter the US market. We have established a strategic partnership with SBC Global Holdings Inc. (“SBC”). We and SBC have mutually agreed to establish the strategic partnership to enable our company a swifter entry into the desired U.S. markets with its robotic and technology solutions.

 

  Enter the China market. On March 22, 2022, we acquired 100% of the equity interests in Shenzhen GFAI and Guangzhou GFAI in Greater Bay Area of China. Greater Bay Area is one of the fastest-growing economic regions in China with both Shenzhen and Guangzhou ranking among the top 10 largest Chinese cities and among the 30 largest cities globally. Focused on the hospitality, healthcare, property management, and government sectors, Shenzhen GFAI and Guangzhou GFAI derive revenues from AI robotic services which automate repetitive tasks, making them less labor intensive. This acquisition is expected to serve an integral role in the growth of Guardforce AI’s robotics as a service (RaaS) business initiative.

 

  Continue to drive geographical expansion into key markets either via acquisitions and partnerships or organic growth.

 

  Continue to invest in and develop the robotics back-end technology such as our Intelligent Cloud Platform (ICP) to enhance and upgrade the features of, and applications for, the robots.

 

11

 

We expect to use the majority of the net proceeds from our private placement that closed in January to fund our planned capital expenditures to achieve the above itemized growth strategies.

 

As of December 31, 2021, our cash and cash equivalents and restricted cash was approximately $15.9 million. (See Note “Cash, Cash Equivalents and Restricted Cash” in our audited consolidated financial statements for the years ended December 31, 2021, and 2020 on page F-23 for details on our cash position.) To the extent that there may be shortfalls in internal cash available for our growth plans, we expect to be able to access commercial banking credit facilities as the need arises.

 

There can be no assurance, however, that we will be able to accomplish any of the above listed strategic objectives or to acquire the necessary capital on terms acceptable to us, if at all. See “Risk Factors—Risks Relating to our Business—We might not have sufficient cash to fully execute our growth strategy.”

 

Our Risks and Challenges

 

Our prospects should be considered in light of the risks, uncertainties, expenses and difficulties frequently encountered by similar companies. Our ability to realize our business objectives and execute our strategies is subject to risks and uncertainties, including, among others, the following:

 

Risks Relating to Our Business and Industry

 

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

 

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

 

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

 

  We operate in highly competitive industries;

 

  We currently report our financial results under IFRS;

 

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

 

  Changes to legislation in Thailand may negatively affect our business;

 

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

 

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

 

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

 

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

  

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

 

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

 

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

 

12

 

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

 

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

 

  We may fail to successfully integrate our acquisitions of Handshake, Shenzhen GFAI, and Guangzhou GFAI and may fail to realize the anticipated benefits;

 

  We may experience a financial loss due to our planned acquisition of subsidiaries of Shenzhen Kewei Robot Technology Co., Limited and Shenzhen Yeantec Co., Limited;

 

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

 

  Any compromise of information security of our platform could materially and adversely affect our business, operations and reputation; and

 

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

 

Risks Relating to our Corporate Structure

 

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

 

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

 

Risks Relating to Doing Business in Thailand

 

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

 

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

 

  We are vulnerable to foreign currency exchange risk exposure; and

 

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

  

Risks Relating to Doing Business in China

 

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

 

  Changes in China’s economic, political or social conditions or government policies could have a material adverse effect on our business and operations;

 

  Uncertainties with respect to the PRC legal system could adversely affect us;

 

  The PRC government exerts substantial influence over the manner in which our PRC subsidiaries must conduct their business activities. If the Chinese government significantly changes the regulations related to the business operations of our PRC subsidiaries in the future and our PRC subsidiaries are not able to substantially comply with such regulations, the business operations of our PRC subsidiaries may be materially and adversely affected and the value of our ordinary shares may significantly decrease;

 

  Our business is subject to complex and evolving laws and regulations regarding privacy and data protection. Compliance with China’s new Data Security Law, Cybersecurity Review Measures, Personal Information Protection Law, as well as additional laws, regulations and guidelines that the Chinese government promulgates in the future may entail significant expenses and could materially affect our business;

13

 

  PRC regulation of loans to, and direct investments in, PRC entities by offshore holding companies may delay or prevent us from using proceeds from our future financing activities to make loans or additional capital contributions to our PRC subsidiaries;

 

  We may rely on dividends paid by our subsidiaries for our cash needs, and any limitation on the ability of our subsidiaries to make payments to us could have a material adverse effect on our ability to conduct business;

 

  Under the Enterprise Income Tax Law, we may be classified as a “Resident Enterprise” of China. Any classification as such will likely result in unfavorable tax consequences to us and our non-PRC shareholders;

 

  You may be subject to PRC income tax on dividends from us or on any gain realized on the transfer of our ordinary shares;

 

  PRC laws and regulations establish complex procedures in connection with certain acquisitions of China-based companies by foreign investors, which could make it more difficult for us to pursue growth through acquisitions or mergers in China; and

 

  Fluctuations in exchange rates could have a material adverse impact on our results of operations and the value of your investment.

 

Risks Relating to Our Ordinary Shares and Warrants

 

Risks and uncertainties related to our ordinary shares and warrants include, but are not limited to, the following:

  

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

 

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

 

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

 

  Future issuances of debt securities, which would rank senior to our ordinary shares upon our bankruptcy or liquidation, and future issuances of preferred shares, which could rank senior to our ordinary shares for the purposes of dividends and liquidating distributions, may adversely affect the level of return you may be able to achieve from an investment in our securities.

 

Impact of Coronavirus Pandemic

 

The spread of the COVID-19 around the world has caused significant business disruption commencing with the first quarter of 2020. On March 11, 2020, the World Health Organization declared the outbreak of COVID-19 as a global pandemic, which continues to spread around the world. There is significant uncertainty around the breadth and duration of business disruptions related to COVID-19, as well as its impact on the U.S. and international economies. While it is difficult to estimate the financial impact of COVID-19 on the company’s operations, management believes that COVID-19 could continue to have a material adverse impact on its financial results in year 2021. As of September 28, 2021, the total confirmed number of COVID-19 cases in Thailand was 1,581,415. Schools, bars and massage parlours have been closed until recently and alcohol sales have been banned in restaurants in a bid to curb the pandemic. Given the rapidly changing developments, we cannot accurately predict what effects these developments will have on our business going forward. Our revenues for the year ended December 31, 2020 were negatively impacted by the pandemic by approximately 2.4%. For the years ended December 31, 2020 and 2019, revenues were approximately $37.65 million and $38.57 million, respectively. While we expect demand for our services to be negatively impacted as a result of the COVID-19 crisis, increases in some lines of business, and decrease in others, the future impact of the COVID-19 crisis on our industry and our business will depend on, among other factors, the ultimate geographic spread of the virus, governmental limitations, the duration of the outbreak, travel restrictions and business closures.

14

 

Corporate Information

 

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

 

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

 

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

 

Implications of Being an Emerging Growth Company

 

We qualify as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:

 

have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”);

 

comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);

 

submit certain executive compensation matters to stockholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and

 

disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the chief executive officer’s compensation to median employee compensation.

 

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”), for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards. 

 

We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year during which we have total annual gross revenues of at least $1.07 billion; (ii) the last day of our fiscal year following the fifth anniversary of the completion of this offering; (iii) the date on which we have, during the preceding three year period, issued more than $1.0 billion in non-convertible debt; or (iv) the date on which we are deemed to be a “large accelerated filer” under the Exchange Act, which could occur if the market value of our ordinary shares that are held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter. Once we cease to be an emerging growth company, we will not be entitled to the exemptions provided in the JOBS Act discussed above. 

15

THE OFFERING

 

Shares offered:   This prospectus relates to 4,337,349 ordinary shares issuable upon the exercise of publicly traded warrants including 4,156,626 ordinary shares issuable upon exercise of the warrants issued to investors and 180,723 ordinary shares issuable upon the exercise of the warrants issued to the underwriters’ representative, both in our initial public offering.  
     
Ordinary shares outstanding prior to this offering(1)(2):   41,379,075 ordinary shares
     
Ordinary shares outstanding after the offering assuming full exercise of the publicly-traded warrants and the representative’s warrants(1):   45,075,124 ordinary shares
     
Use of Proceeds   The publicly-traded investor warrants are exercisable immediately upon issuance and will thereafter remain exercisable at any time up to five (5) years from the date of original issuance. The holders of the warrants must pay the exercise price, currently $1.15 per share, in order to exercise the warrants and receive the shares that the warrants provide for. The representative’s warrants are exercisable at any time and from time to time, in whole or in part, during the four-and-a-half-year period commencing March 29, 2022. Warrants may be exercised only for a whole number of shares. If the warrants are exercised on a cashless basis, we will not receive any proceeds from their exercise.  Assuming the exercise of all warrants for cash at the warrants’ current exercise price, we will receive proceeds of approximately $4.99 million. We plan to use the proceeds for working capital and general corporate purposes. See “Use of Proceeds” for more information on the use of proceeds.
     
Risk Factors   Investing in our securities involves a high degree of risk. You should carefully read and consider the information beginning on page 20 of this prospectus set forth under the heading “Risk Factors” and all other information set forth in this prospectus, and the documents incorporated herein and therein by reference before deciding to invest in our ordinary shares and warrants.  
     
Nasdaq Capital Market symbol   Our ordinary shares and publicly-traded warrants are both listed on Nasdaq under the symbols “GFAI” and “GFAIW”, respectively.

 

(1) The number of ordinary shares outstanding before and immediately following this offering does not include the remaining 11,426,148 of our ordinary shares issuable upon exercise of warrants issued in our private placement on January 20, 2022.
(2) The number of ordinary shares outstanding before and immediately following this offering includes 641,301  ordinary shares issued upon the exercise of IPO warrants exercised in April 2022.

 

16

 

RISK FACTORS

 

Any investment in our securities involves a high degree of risk. Before you decide to invest in our securities, you should consider carefully the risks described above as well as the risks described in the section captioned “Risk Factors” in our annual report on Form 20-F for the year ended December 31, 2021, and as updated by any document that we subsequently file with the SEC that is incorporated by reference in this prospectus, together with other information in this prospectus and the information and documents incorporated by reference in this prospectus. These risks and uncertainties described above and in these sections and documents are not the only risks and uncertainties we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations. If any of such risks actually occur, our business, operating results, prospects or financial condition could be materially and adversely affected. This could cause the trading price of our ordinary shares to decline and you may lose all or part of your investment.

 

17

 

USE OF PROCEEDS

 

We will not receive any proceeds from the sale of ordinary shares pursuant to this prospectus. We may, however, receive up to approximately $4.99 million in proceeds from the exercise of warrants pursuant to this prospectus if the warrants are exercised for cash. We will use any proceeds received by us from the cash exercise of the warrants for working capital and general corporate purposes.

 

We cannot predict when or if any of the warrants will be exercised, and it is possible that the warrants may expire and never be exercised. In addition, the warrants issued to the representative of the underwriters are exercisable on a cashless basis at any time and the warrants issued to investors in our initial public offering are exercisable on a cashless basis if at the time of exercise there is no effective registration statement registering, or the prospectus contained therein is not available for, the issuance of the ordinary shares for which the warrants are exercisable. As a result, we may never receive meaningful, or any, cash proceeds from the cash exercise of the warrants, and we cannot plan on any specific uses of any proceeds we may receive beyond the purposes described herein.

 

18

 

DIVIDEND POLICY

 

We have never declared or paid cash dividends on our ordinary shares. We currently intend to retain all available funds and any future earnings for use in the operation of our business and do not anticipate paying any cash dividends on our ordinary shares in the near future. We may also enter into credit agreements or other borrowing arrangements in the future that will restrict our ability to declare or pay cash dividends on our ordinary shares. Any future determination to declare dividends will be made at the discretion of our board of directors and will depend on our financial condition, operating results, capital requirements, contractual restrictions, general business conditions and other factors that our board of directors may deem relevant. See also “Risk Factors— Risks Related to Our Ordinary Shares and Warrants—We have no plans to pay dividends” in our annual report for the year ended December 31, 2021 on Form 20-f incorporated herein by reference.

 

19

 

CAPITALIZATION AND INDEBTEDNESS

 

The table below sets forth our capitalization and indebtedness as of March 31, 2022:

 

  on an actual basis; and

 

  on an as adjusted basis to give effect to the issuance of 641,300 ordinary shares upon the exercise of IPO warrants at the exercise price of $1.30 per share and the issuance of 1 ordinary share at the exercise price of $1.15 per share.

 

    As of March 31, 2022  
    Actual       As Adjusted 
Cash and cash equivalents and restricted cash  $13,782,424   $14,616,094 
Total current liabilities  $25,606,523   $25,606,523 
Shareholders’ equity (deficit)  $        $      
Ordinary Share, $0.003 par value; 300,000,000 authorized; 31,534,691 issued and outstanding as of March 31, 2022   94,605    96,529 
Subscription receivable   (50,000)   (50,000)
Additional paid-in capital   28,504,076    29,335,843 
Legal reserve   239,524    239,524 
Warrants reserve   251,036    251,036 
Retained earnings (Deficit)   (12,688,632)   (12,688,653)
Accumulated other comprehensive income   785,813    785,813 
Non-controlling interests  $21,628    21,628 
Total capitalization  $17,158,050    17,991,720 

 

The information above is based on 31,534,691 ordinary shares issued and outstanding as of March 31, 2022, and the “as adjusted” column does not include the following:

 

3,515,325 ordinary shares issuable upon exercise of the publicly listed warrants issued to investors in the company’s IPO, at a current exercise price of $1.15 per share, because the company does not believe that it is likely these warrants will be exercised in view of the current market price of the company’s ordinary shares;

 

180,723 ordinary shares issuable upon the cashless exercise of publicly listed underwriter warrants issued in the company’s initial public offering;

 

453,845 ordinary shares issued in April 2022 upon the exercise of warrants, at the exercise price of $1.30 per share, issued in a private placement which closed on January 20, 2022 (the “January 2022 Private Placement”), and the remaining 11,426,148 ordinary shares issuable upon exercise of the publicly listed warrants issued in the January 2022 Private Placement, at a current exercise price of $1.15 per share;

 

2,660,000 ordinary shares reserved for future issuance under our Guardforce AI Co., Limited 2022 Equity Incentive Plan; and

 

8,739,351 ordinary shares issued in the company’s registered direct offering on April 6, 2022 at the offering price of $1.15 per share.

 

20

 

DESCRIPTION OF SHARE CAPITAL

 

The following describes our share capital, summarizes the material provisions of our amended and restated memorandum and articles of association relating to our share capital. This summary does not purport to be a summary of all of the relevant provisions of our amended and restated memorandum and articles of association, which additional provisions are incorporated herein by reference to our annual report on Form 20-F for the fiscal year ended December 31, 2021. Additionally, you should read our amended and restated memorandum and articles of association which are filed as exhibits to the registration statement of which this prospectus forms a part, for the provisions that are important to you.

 

We are a Cayman Islands exempted company with limited liability and our affairs are governed by our Memorandum of Association and Articles of Association and the Companies Act, which is referred to as the Companies Act below.

 

As of the date of this prospectus, our authorized share capital is 300,000,000 ordinary shares, with a par value of $0.003 each, among which 41,379,075 ordinary shares are issued and outstanding. In addition, we currently have 15,122,196 warrants issued and outstanding, which include: (i) warrants to purchase 3,515,325 ordinary shares and these warrants are exercisable at a current exercise price of $1.15 per share with the expiration date of September 28, 2026; (ii) warrants to purchase 11,426,148 ordinary shares, at a current exercise price of $1.15 per share with the expiration date of January 20, 2027; and (iii) 180,723 warrants that were issued to the assignee of the representative of the underwriters in our initial public offering at a current exercise price of $1.15 per share with the expiration date of September 28, 2026.

 

The following are summaries of material provisions of our amended and restated memorandum and articles of association and the Companies Act insofar as they relate to the material terms of our ordinary shares. We incorporate by reference into this prospectus our Amended and Restated Memorandum of Association and Articles of Association, filed as Exhibit 99.1 to the Report on Form 6-K filed on August 25, 2021. Our shareholders adopted our Amended and Restated Memorandum of Association by a special resolution on February 5, 2020 and the Articles of Association were adopted at incorporation.

 

Ordinary Shares

 

General

 

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

 

Dividends

 

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

 

Register of Members

 

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

 

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

 

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

 

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

 

21

 

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

 

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

 

Voting Rights

 

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

 

General Meetings and Shareholder Proposals

 

As a Cayman Islands exempted company, we are not obliged by the Companies Act to call shareholders’ annual general meetings.

 

Shareholders’ general meetings may be convened by our board of directors. The Companies Act provides shareholders with only limited rights to requisition a general meeting and does not provide shareholders with any right to put any proposal before a general meeting. However, these rights may be provided in a company’s articles of association. Our Articles of Association allow one or more shareholders holding in aggregate, at the date of such requisition, not less than ten percent of the paid up voting share capital to requisition a general meeting of the shareholders, in which case our board is obliged to convene a general meeting and to put the resolutions so requisitioned to a vote at such meeting not later than 30 days from the date of deposit of the requisition. However, our Articles of Association do not provide our shareholders with any right to put any proposals before annual general meetings or general meetings not called by such shareholders.

 

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

 

Transfer of Ordinary Shares

 

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

 

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

 

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

 

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

 

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

 

Liquidation

 

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

  

Calls on Ordinary Shares and Forfeiture of Ordinary Shares

 

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

  

Redemption, Repurchase and Surrender of Ordinary Shares

 

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

 

Variations of Rights of Shares

 

If at any time our share capital is divided into different classes of shares, the rights attached to any class of shares may, unless otherwise provided by the terms of issue of the shares of that class, be varied with the written consent of the holders of two-thirds of the issued shares of that class or with the sanction of a resolution passed by at least a majority of two thirds of the holders of shares of the class present in person or by proxy at a separate general meeting of the holders of the shares of that class.

 

Inspection of Books and Records

 

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

 

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Changes in Capital

 

Our shareholders may from time to time by ordinary resolution:

 

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

 

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

 

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

 

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

 

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

 

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

 

Warrants Issued in Our Initial Public Offering

 

Form. The warrants were issued under a warrant agent agreement between us and Vstock Transfer, LLC, as warrant agent. The material terms and provisions of the warrants offered hereby are summarized below. The following description is subject to, and qualified in its entirety by, the form of warrant agent agreement and accompanying form of warrant, which is filed as an exhibit to the registration statement of which this prospectus is a part. You should review a copy of the form of warrant agent agreement and accompanying form of warrant for a complete description of the terms and conditions applicable to the warrants.

 

Exercisability. The warrants are exercisable immediately upon issuance and will thereafter remain exercisable at any time up to five (5) years from the date of original issuance. The warrants will be exercisable, at the option of each holder, in whole or in part by delivering to us a duly executed exercise notice accompanied by payment in full for the number of shares purchased upon such exercise (except in the case of a cashless exercise as discussed below).

 

Exercise Price. Each warrant was issued representing the right to purchase one ordinary share at an exercise price of $5.1875 per share (equal to 125% of the initial public offering price). The exercise price is subject to appropriate adjustment in the event of certain share dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting our ordinary shares and also upon any distributions of assets, including cash, stock or other property to our shareholders. The warrant exercise price is also subject to anti-dilution adjustments under certain circumstances and was accordingly adjusted most recently to the price of $1.15 per share.

 

Cashless Exercise. If, at any time during the term of the warrants, the issuance of ordinary shares upon exercise of the warrants is not covered by an effective registration statement, the holder is permitted to effect a cashless exercise of the warrants (in whole or in part) by having the holder deliver to us a duly executed exercise notice, canceling a portion of the warrant in payment of the purchase price payable in respect of the number of ordinary shares purchased upon such exercise.

 

Failure to Timely Deliver Shares. If we fail for any reason to deliver to the holder the shares subject to an exercise by the date that is the earlier of (i) two (2) trading days and (ii) the number of trading days that is the standard settlement period on our primary trading market as in effect on the date of delivery of the exercise notice, we must pay to the holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of shares subject to such exercise (based on the daily volume weighted average price of our ordinary shares on the date of the applicable exercise notice), $10 per trading day (increasing to $20 per trading day on the fifth (5th) trading day after such liquidated damages begin to accrue) for each trading day after such date until such shares are delivered or the holder rescinds such exercise. In addition, if after such date the holder is required by its broker to purchase (in an open market transaction or otherwise) or the holder’s brokerage firm otherwise purchases, ordinary shares to deliver in satisfaction of a sale by the holder of the shares which the holder anticipated receiving upon such exercise, then we shall (A) pay in cash to the holder the amount, if any, by which (x) the holder’s total purchase price (including brokerage commissions, if any) for the ordinary shares so purchased exceeds (y) the amount obtained by multiplying (1) the number of shares that we were required to deliver to the holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the holder, either reinstate the portion of the warrant and equivalent number of shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the holder the number of ordinary shares that would have been issued had we timely complied with our exercise and delivery obligations.

 

24

 

Exercise Limitation. A holder will not have the right to exercise any portion of a warrant if the holder (together with its affiliates) would beneficially own in excess of 4.99% of the number of ordinary shares outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the warrants. However, any holder may increase or decrease such percentage to any other percentage not in excess of 9.99%, provided that any increase in such percentage shall not be effective until 61 days following notice from the holder to us.

 

Exchange Listing. Our publicly-traded warrants are listed on the Nasdaq Capital Market under the symbol “GFAIW”.

  

Rights as a Shareholder. Except as otherwise provided in the warrants or by virtue of such holder’s ownership of our ordinary shares, the holder of a warrant does not have the rights or privileges of a holder of our ordinary shares, including any voting rights, until the holder exercises the warrant.

 

Governing Law and Jurisdiction. The warrant agent agreement and warrant provide that the validity, interpretation, and performance of the warrant agent agreement and the warrants will be governed by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. In addition, the warrant agent agreement and warrant provide that any action, proceeding or claim against any party arising out of or relating to the warrant agent agreement or the warrants must be brought and enforced in the state and federal courts sitting in the City of New York, Borough of Manhattan. Investors in this offering will be bound by these provisions. However, we do not intend that the foregoing provisions would apply to actions arising under the Securities Act or the Exchange Act.

 

Representative’s Warrants

 

We also issued a warrant to purchase 180,723 ordinary shares to the representative of the underwriters in the offering. The representative’s warrant will be exercisable at a per share anti-dilution adjusted exercise price of $1.15. The representative’s warrant is exercisable at any time and from time to time, in whole or in part, during the four-and-½-year period commencing six months after its issuance. 

 

Listing

 

Our ordinary shares and publicly-traded warrants are listed and traded under the symbols “GFAI” and “GFAIW,” respectively, on the Nasdaq Capital Market.

 

Transfer Agent and Registrar

 

The transfer agent and registrar for our ordinary shares in the United States is Vstock Transfer, LLC. The address for VStock Transfer, LLC is 18 Lafayette Place, Woodmere, New York, 11598, and the telephone number is 212 828-8436.

 

25

 

PLAN OF DISTRIBUTION

 

This prospectus relates to 4,337,349 ordinary shares issuable upon the exercise of warrants including 4,156,626 ordinary shares issuable upon exercise of the warrants issued to investors and 180,723 ordinary shares issuable upon the exercise of warrants issued to the underwriters’ representative, each in our initial public offering. The terms of such warrants are described under “Description of Share Capital.”

 

The ordinary shares issuable upon the exercise of the warrants will not be offered through underwriters, or brokers or dealers. We will not pay any compensation in connection with the offering of the shares upon exercise of the warrants.

 

The ordinary shares offered by this prospectus will be issued and sold upon the exercise of the warrants. The ordinary shares issuable upon exercise of the outstanding warrants will be listed on the Nasdaq Capital market under the symbol “GFAI.” The ordinary shares will be distributed to holders who exercise the warrants in accordance with the terms of the applicable warrant.

 

26

 

LEGAL MATTERS

 

Certain legal matters as to the United States federal and New York law in connection with this offering were passed upon for us by Bevilacqua PLLC.  The validity of the ordinary shares and warrants covered by this prospectus and certain other legal matters as to Cayman Islands law were passed upon by Conyers Dill & Pearman. Bevilacqua PLLC relied upon Conyers Dill & Pearman with respect to matters governed by Cayman Islands law. Certain legal matters as to the Kingdom of Thailand law in connection with this offering were passed upon for us by Watson Farley & Williams (Thailand) Limited.

 

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ENFORCEMENT OF CIVIL LIABILITIES

 

Cayman Islands

 

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, the majority 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.

 

We have appointed Cogency Global Inc. as our agent to receive service of process with respect to any action brought against us in the U.S. District Court for the Southern District of New York in connection with this offering under the federal securities laws of the United States or of any State in the United States or any action brought against us in the Supreme Court of the State of New York in the County of New York in connection with this offering under the securities laws of the State of New York.

 

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.

 

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

 

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Thailand

 

GF Cash (CIT) and AI Thailand are incorporated under the laws of Thailand with limited liabilities.

 

Thailand has a less developed body of securities laws as compared to the United States and provides less protection for investors. In addition, companies organized in Thailand 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 of the United States. In addition, the majority 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 of 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.

 

We have appointed Cogency Global Inc. as our agent to receive service of process with respect to any action brought against us in the U.S. District Court for the Southern District of New York in connection with this offering under the federal securities laws of the United States or of any State in the United States or any action brought against us in the Supreme Court of the State of New York in the County of New York in connection with this offering under the securities laws of the State of New York. Our agent for service of process in the United States, Cogency Global Inc., is located at 122 East 42th Street, 18th Floor, New York, N.Y. 10168.

 

Watson Farley & Williams (Thailand) Limited, our outside counsel with respect to Thailand law, has advised us that there is uncertainty as to whether the courts of Thailand 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 Thailand 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.

 

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EXPERTS

 

The consolidated financial statements of our company as of and for the years ended December 31, 2021 included in our Annual Report on Form 20-F for the year ended December 31, 2021 and incorporated by reference herein and in the registration statement, have been audited by PKF Littlejohn LLP, an independent registered public accounting firm, as set forth in their report thereon, and incorporated by reference elsewhere herein. Such financial statements are incorporated herein by reference in reliance upon such report given on the authority of said firm as expert in auditing and accounting.

 

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

 

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

 

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INDEMNIFICATION

 

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

 

31

 

WHERE YOU CAN FIND MORE INFORMATION

 

This prospectus is part of a registration statement on Form F-3 that we filed with the SEC relating to the securities offered by this prospectus, which includes additional information. You should refer to the registration statement and its exhibits for additional information. Whenever we make reference in this prospectus to any of our contracts, agreements or other documents, the references are not necessarily complete and you should refer to the exhibits attached to the registration statement for copies of the actual contract, agreements or other document.

 

We are subject to the informational requirements of the Exchange Act applicable to foreign private issuers. We, as a “foreign private issuer,” are exempt from the rules under the Exchange Act prescribing certain disclosure and procedural requirements for proxy solicitations, and our officers, directors and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions contained in Section 16 of the Exchange Act, with respect to their purchases and sales of shares. In addition, we are not required to file annual, quarterly and current reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.

 

The SEC maintains a website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The address of the SEC’s website is www.sec.gov.

 

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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

 

The SEC allows us to “incorporate by reference” the information we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus and information we file later with the SEC will automatically update and supersede this information. The documents we are incorporating by reference as of their respective dates of filing are:

 

reports on Form 6-K filed with the SEC on April 6, 2022, April 7, 2022, April 8, 2022, April 14, 2022, April 22, 2022, May 5, 2022, May 13, 2022, May 17, 2022, May 24, 2022, May 25, 2022 and June 1, 2022;

 

the company’s Annual Report on Form 20-F as amended by Form 20-F/A for the fiscal year ended December 31, 2021, filed with the Commission on March 31, 2022 and April 14, 2022, respectively 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.

 

All subsequent annual reports filed by us pursuant to the Exchange Act on Form 20-F prior to the termination of the offering shall be deemed to be incorporated by reference to this prospectus and to be a part hereof from the date of filing of such documents. We may also incorporate part or all of any Form 6-K subsequently submitted by us to the SEC prior to the termination of the offering by identifying in such Forms 6-K that they are being incorporated by reference herein, and any Forms 6-K so identified shall be deemed to be incorporated by reference in this prospectus and to be a part hereof from the date of submission of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

 

The information we incorporate by reference is an important part of this prospectus, and later information that we file with the SEC will automatically update and supersede the information contained in this prospectus.

 

We will provide you without charge, upon your written or oral request, a copy of any of the documents incorporated by reference in this prospectus, other than exhibits to such documents which are not specifically incorporated by reference into such documents. Please direct your written or telephone requests to us at:

 

Guardforce AI Co., Limited,

10 Anson Road, #28-01 International Plaza,

Singapore 079903

+66 (0) 2973 6011

Attention: Investor Relations

 

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PART II

 

INFORMATION NOT REQUIRED IN THE PROSPECTUS

 

Item 8. Indemnification of Directors and Officers.

 

Cayman Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. Our Memorandum and Articles of Association permit indemnification in the absence of fraud or willful default of officers and directors for expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection therewith.

 

Our Articles of Association allow us to indemnify each of our current or former directors or officers and each individual who acts or acted at our request as a director or officer of another entity which the company is or was a shareholder or creditor of, as well as their respective heirs and successors, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him or her in respect of any civil, criminal or administrative action or proceeding to which he or she is made a party by reason of being or having been a director or officer, except as may be prohibited by Cayman Islands law.

 

Under the form of indemnification agreement filed as an exhibit to this registration statement, we will agree to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being such a director or executive officer.

 

The form of underwriting agreement filed as an exhibit to this registration statement will also provide for indemnification of us and our officers and directors.

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us under the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

 

Item 9. Exhibits.

 

The list of exhibits in the Exhibit Index to this registration statement is incorporated herein by reference.

 

Item 10. Undertakings.

 

The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

The undersigned registrant hereby undertakes that:

 

  (1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

 

  (2) For purposes of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

II-1

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Singapore on the 1st day of June, 2022.

 

  GUARDFORCE AI CO., LIMITED.
   
  By: /s/ Lei Wang
  Lei Wang
 

Chief Executive Officer

 

*****

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on June 1, 2022.

 

Signature   Title   Date
         

 /s/ Lei Wang 

   Chief Executive Officer and Director   June 1, 2022

Lei Wang

 

   (Principal Executive Officer)    

 /s/ * 

   Chief Financial Officer  

June 1, 2022

Chung Chi Ng

 

   (Principal Financial and Accounting Officer)    

 /s/ * 

   Chairman of the Board  

June 1, 2022

Terence Wing Kai Yap        
         
/s/   Director  

June 1, 2022

Donald Duane Pangburn        
         
/s/ *   Director  

June 1, 2022

John Fletcher        
         
/s/ *   Director  

June 1, 2022

David Ian Viccars        

 

* By: /s/ Lei Wang  
    Lei Wang  
    Attorney-In-Fact  

 

II-2

 

SIGNATURE OF AUTHORIZED UNITED STATES REPRESENTATIVE

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant’s duly authorized representative has signed this registration statement on Form F-3 in New York, New York, U.S.A., on June 1, 2022.

 

  Authorized U.S. Representative
   
  By: /s/ Colleen A. De Vries
  Name: Ms. Colleen A. De Vries
  Title: Senior Vice President on behalf of Cogency Global Inc.

 

II-3

 

EXHIBIT INDEX

 

Exhibit No.   Description
1.1   Amended and Restated Memorandum and Articles of Association incorporating resolutions passed on August 20, 2021 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 6-K filed on August 25, 2021)
2.1   Description of Rights of Ordinary Shares and Warrants Registered Pursuant to Section 12 of the Exchange Act as of December 31, 2021 (Incorporated by reference to the section titled “Description of Share Capital” in the Registrant’s Registration Statement on Form F-1 (File No. 333-258054) originally filed with the Securities and Exchange Commission on June 23, 2021, as amended to date)
2.2   Form of Purchaser Warrant (incorporated by reference to Exhibit 10.4 to the Report on Form 6-K furnished on January 21, 2022)
2.3   Form of Warrant (incorporated by reference to Exhibit 4.3 to the Amendment No.3 to Form F-1 filed on September 20, 2021)
2.4   Form of Warrant Agency Agreement between Guardforce AI Co., Limited and Vstock Transfer, LLC (incorporated by reference to Exhibit 4.2 to the Amendment No.3 to Form F-1 filed on September 20, 2021)
5.1   Opinion of Conyers Dill & Pearman regarding the legality of the ordinary shares and the Representative’s Warrants (incorporated by reference to Exhibit 5.1 to the Amendment No.2 to Form F-1 filed on September 14, 2021)
5.2   Opinion of Bevilacqua PLLC regarding the enforceability of the underwriter warrants (incorporated by reference to Exhibit 5.2 to the Amendment No.2 to Form F-1 filed on September 14, 2021)
5.3   Opinion of Watson Farley & Williams (Thailand) Limited regarding certain Thai law matters (incorporated by reference to Exhibit 5.3 to the Amendment No.2 to Form F-1 filed on September 14, 2021)
8.1   Opinion of Watson Farley & Williams (Thailand) Limited regarding certain Thai tax matters (included in Exhibit 5.3) (incorporated by reference to Exhibit 8.1 to the Amendment No.2 to Form F-1 filed on September 14, 2021)
10.1   Loan Agreement, dated August 25, 2018, by and between Guardforce Cash Solutions Security (Thailand) Company Limited and Profit Raider Investments Limited (incorporated by reference to Exhibit 2(b).1 to the Registration Statement on Form 20-F filed on May 18, 2020)
10.2   Supplemental Agreement, dated April 29, 2019, to Loan Agreement by and between Guardforce Cash Solutions Security (Thailand) Company Limited and Profit Raider Investments Limited dated August 25, 2018 (incorporated by reference to Exhibit 2(b).2 to the Registration Statement on Form 20-F filed on May 18, 2020)
10.3   Second Supplemental Agreement, dated March 11, 2020, to Loan Agreement by and between Guardforce Cash Solutions Security (Thailand) Company Limited and Profit Raider Investments Limited dated August 25, 2018 (incorporated by reference to Exhibit 2(b).3 to the Registration Statement on Form 20-F filed on May 18, 2020)
10.4   Memorandum of Understanding, dated March 2, 2020, between Guardforce Security (Thailand) Co. Ltd. and Guardforce Cash Solutions Security (Thailand) Company Limited (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form 20-F filed on May 18, 2020)
10.5   Lease Agreement, dated May 27, 2019, between Varin World Company Limited and Guardforce Cash Solutions Security (Thailand) Company Limited (incorporated by reference to Exhibit 4.4 to the Registration Statement on Form 20-F filed on May 18, 2020)
10.6   Third Supplemental Agreement, dated December 31, 2020, to Amended and Restated Loan Agreement by and between Guardforce Cash Solutions Security (Thailand) Company Limited and Profit Raider Investments Limited dated March 15, 2019, as supplemented (incorporated by reference to Exhibit 4.3 to the Annual Report on Form 20-F filed on April 29, 2021)
10.7   Sale and Purchase Agreement, dated February 4, 2021, between Quantum Infosec Inc. and the Registrant (incorporated by reference to Exhibit 4.4 to the Annual Report on Form 20-F filed on April 29, 2021)
10.8   Supplemental Agreement, dated February 4, 2021, between Quantum Infosec Inc. and the Registrant (incorporated by reference to Exhibit 4.5 to the Annual Report on Form 20-F filed on April 29, 2021)
10.9   Form of Independent Director Agreement (incorporated by reference to Exhibit 10.9 to the Amendment No.1 to Form F-1 filed on August 13, 2021)
10.10   Form of Indemnification Agreement (incorporated by reference to Exhibit 10.10 to the Amendment No.1 to Form F-1 filed on August 13, 2021)

 

II-4

 

10.11*   Sale and Purchase Agreement, dated May 21, 2022, between Guardforce AI Co., Limited, Guardforce AI Robot Service (Shenzhen) Co., Limited and Shenzhen Kewei Robot Technology Co., Limited
10.12*   Sale and Purchase Agreement, dated May 21, 2022, between Guardforce AI Co., Limited, Guardforce AI Robot Service (Shenzhen) Co., Limited and Shenzhen Yeantec Co., Limited
14.1   Code of Ethics and Business Conduct (incorporated by reference to Exhibit 14.1 to the Amendment No.1 to Form F-1 filed on August 13, 2021)
21.1   List of Subsidiaries (incorporated by reference to Exhibit 8.1 to the Annual Report on Form 20-F filed on April 29, 2021)
23.1   Consent of Conyers Dill & Pearman (included as part of Exhibit 5.1)
23.2*   Consent of PKF Littlejohn LLP
23.3*   Consent of Wei, Wei & Co., LLP
23.4   Consent of Conyers Dill & Pearman (included in Exhibit 5.1) (incorporated by reference to Exhibit 23.2 to the Amendment No.2 to Form F-1 filed on September 14, 2021)
23.5   Consent of Bevilacqua PLLC (included in Exhibit 5.2) (incorporated by reference to Exhibit 23.3 to the Amendment No.2 to Form F-1 filed on September 14, 2021)
23.6   Consent of Watson Farley & Williams (Thailand) Limited (included in Exhibits 5.3 and 8.2) (incorporated by reference to Exhibit 23.4 to the Amendment No.2 to Form F-1 filed on September 14, 2021)
24.1   Power of Attorney (incorporated by reference to the signature page of the registration statement on Form F-1 filed on September 20, 2021 )
99.1   Audit Committee Charter (incorporated by reference to Exhibit 99.1 to the Amendment No.1 to Form F-1 filed on August 13, 2021)
99.2   Compensation Committee Charter (incorporated by reference to Exhibit 99.2 to the Amendment No.1 to Form F-1 filed on August 13, 2021)
99.3   Nominating and Corporate Governance Committee Charter (incorporated by reference to Exhibit 99.3 to the Amendment No.1 to Form F-1 filed on August 13, 2021)
99.4   Consent of Donald Duane Pangburn, dated July 19, 2021 (incorporated by reference to Exhibit 99.4 to the Registration Statement on Form F-1 filed on July 20, 2021)

 

*Filed herewith.

 

 

II-5

 

 

Exhibit 10.11

 

深圳科卫机器人科技有限公司

Shenzhen Kewei Robot Technology Co., Limited

 

And

 

卫安智能有限公司

Guardforce AI Co., Limited

卫安智能机器人服务(深圳)有限公司

Guardforce AI Robot Service (Shenzhen) Co., Limited

 

 

 

买卖协议

Sale and Purchase Agreement

关于七家科卫集团公司的股份 

Relating to Shares of Seven Kewei Group Companies

 

 

 

 

 

 

  

目录

 

1. 定义DEFINITIONS 3
2. 买卖股份SALE AND PURCHASE OF SHARES 7
3. 商业行为CONDUCT OF BUSINESS 8
4. 知识产权INTELLECTUAL PROPERTY RIGHTS 10
5. 交割COMPLETION 11
6. 陈述、保证与承诺REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS 13
7. 交割后事项POST-COMPLETION MATTERS 16
8. 协议的独立性INDEPENDENCE OF AGREEMENT 16
9. 可分割性SEVERABILITY 17
10. 不弃权NO WAIVER 17
11. 完整性ENTIRE AGREEMENT 18
12. 保密CONFIDENTIALITY 18
13. 成本和费用COSTS AND EXPENSES 19
14. 成立及生效ESTABLISHMENT AND ENTRY INTO FORCE 19
15. 协议的终止TERMINATION OF AGREEMENT 21
16. 违约责任LIABILITY FOR BREACH OF CONTRACT 23
17. 法律适用及争议解决GOVERNING LAW AND DISPUTE RESOLUTION 23
18. 通知NOTICES 25
19. 其他MISCELLANEOUS 26
20. 附件及附表ANNEXES AND SCHEDULES 27
附表 1   28
SCHEDULE I 28
附表 2   32
SCHEDULE II 32

 

-i-

 

 

本协议(“协议”)于 2022 年5月24日由下列各方订立: 

THIS AGREEMENT (“AGREEMENT”) is made on the date of May 24, 2022

 

BETWEEN:

 

(1)深圳科卫机器人科技有限公司,根据中国法律成立,位于中国深圳市南山区沙河街道侨香路4068号智慧广场C栋2楼201(下称“卖方”或“深圳科卫”);

 

(1)Shenzhen Kewei Robot Technology Co., Limited, incorporated under the laws of China, located at Room 201, 2/F, Block C, Zhihui Plaza, Qiaoxiang Road 4068, Shahe Street, Nanshan, Shenzhen, China (hereinafter referred to as the “Vendor” or “Shenzhen Kewei”);

 

(2)卫安智能有限公司,根据开曼群岛法律成立,位于Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands(下称“买方1”);

 

(2)Guardforce AI Co., Limited, incorporated under the laws of the Cayman Islands, located at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands (hereinafter referred to as the “Purchaser I”);

 

(3)卫安智能机器人服务(深圳)有限公司,根据中国法律成立,位于中国深圳市南山区南头街道大汪山社区桃园东路1号西海明珠花园F座2016-3(下称“买方2”,买方1及买方2合称为“买方”);和

 

(3)Guardforce AI Robot Service (Shenzhen) Co., Limited, incorporated under the laws of China, located at 2016-3, Block F, West Ocean Pearl Garden, No. 1 Taoyuan East Road, Dawangshan Community, Nantou Street, Nantou District, Shenzhen, China (hereinafter referred to as the “Purchaser II”, Purchaser I and Purchaser II collectively referred to as the “Purchasers”); and

 

(4)北京科卫安机器人技术有限公司,重庆科卫机器人技术有限公司, 海南科卫机器人科技有限公司,天津科卫机器人科技有限公司, 广西科卫机器人科技有限公司, 福州科卫机器人科技有限公司,上海南晓科卫智能科技有限公司,七家公司均根据中国法律成立(下称“公司”,详细信息见附表1)。

 

(4)Beijing Keweian Robot Technology Limited, Chongqing Kewei Robot Technology Limited,Hainan Kewei Robot Technology Limited,Tianjin Kewei Robot Technology Limited,Guangxi Kewei Robot Technology Limited,Fuzhou Kewei Robot Technology Limited,Shanghai Nanxiao Kewei Intelligent Technology Limited, seven companied all incorporated under the laws of China (hereinafter referred to as the “Companies”, whose particulars are set out in Schedule I).

 

-2-

 

 

鉴于:

WHEREAS:

 

(A)买方2是买方1的间接全资控股子公司。买方1拟通过买方2或买方1指定的其他关联方购买公司的100%已认缴股本。

 

(A)Purchaser II is an indirect wholly-owned subsidiary of Purchaser I。 Purchaser I intends to purchase 100% of the Companies’ subscribed share capital through Purchaser II or other related party designated by Purchaser I.

 

(B)截至本协议签署日,卖方及公司均确认卖方实益拥有公司100%已认缴股本。卖方直接持有(经登记的)北京科卫安机器人技术有限公司,重庆科卫机器人技术有限公司,海南科卫机器人科技有限公司,天津科卫机器人科技有限公司,广西科卫机器人科技有限公司,福州科卫机器人科技有限公司六家公司的100%股份及上海南晓科卫智能科技有限公司77.97%股份;并且,上海南晓科卫智能科技有限公司(下称“上海科卫”)的剩余22.03%股份:史立(持股比例9.03%)、李惠英(持股比例2%)、西藏瑞东鹰鸟投资合伙企业(有限合伙)(持股比例1%)已分别签署以及上海伍铭钰慧管理咨询合伙企业(有限合伙)(持股比例10%)已由其执行事务合伙人熊预国代表其签署(因上海新冠疫情原因上海伍铭钰慧管理咨询合伙企业(有限合伙)暂未能用印)股权转让协议,将上海科卫的剩余共计22.03%股份转让给卖方(因上海新冠疫情原因暂未能完成剩余22.03%股份相关的转股登记)。

 

(B)As of the date of this Agreement, both the Vendor and the Company have confirmed that the Vendor beneficially owns 100% of the subscribed capital of the Company. The Vendor directly holds (registered) 100% shares of Beijing Keweian Robot Technology Limited, Chongqing Kewei Robot Technology Limited,Hainan Kewei Robot Technology Limited,Tianjin Kewei Robot Technology Limited,Guangxi Kewei Robot Technology Limited,Fuzhou Kewei Robot Technology Limited and 77.97% shares of Shanghai Nanxiao Kewei Intelligent Technology Limited; In addition, the remaining 22.03% shares of Shanghai Nanxiao Kewei Intelligent Technology Limited (hereinafter referred to as “Shanghai Kewei”): Shi Li (shareholding ratio 9.03%) , Li Huiying (shareholding ratio 2%) and Tibet Ruidong Yingniao Investment Partnership (Limited Partnership) (shareholding ratio 1%) have signed the share transfer agreements respectively, and Shanghai Wuming Yuhui Management Consulting Partnership (Limited Partnership) (shareholding ratio 10%) has been signed the share transfer agreement by its managing partner Xiong Yuguo on its behalf (due to the epidemic situation of novel coronavirus in Shanghai, Shanghai Wuming Yuhui Management Consulting Partnership (Limited Partnership) has not been able to use the seal), by which the aforementioned four parties transferred the remaining total 22.03% shares of Shanghai Kewei to the Vendor (due to the epidemic situation of novel coronavirus in Shanghai, the Company has not been able to complete the registration of the relevant transfer of shares).

 

(C)截至本协议签署日,卖方同意将其实益拥有的公司100%已认缴股本出售至买方,且买方同意购买公司的 100% 已认缴股本。

 

(C)As of the date of this Agreement, The Vendor agrees to sell 100% of the subscribed share capital of the Company beneficially owned by it to the Purchasers, and the Purchasers agrees to purchase 100% of the subscribed share capital of the Companies.

 

(D)各方同意根据下述条款签署本协议。

 

(D)The Parties hereto agree to sign this Agreement on the terms and conditions hereinafter appearing.

 

-3-

 

 

现特此达成协议如下:

NOW IT IS HEREBY AGREED as follows:

 

1.定义DEFINITIONS

 

1.1在本协议中,除非另有说明或上下文另有要求,否则以下表述应具有与其相对应的含义:

 

1.1As used in this Agreement, unless otherwise expressed or required by context, the following expressions shall have the respective meanings set opposite thereto, as follows:

 

表述

 

Expression

 

定义

 

Meaning

 

“本协议”

 

Agreement

 

买方与卖方及公司于2022年5月24日就本次收购签署的《股份买卖协议》(含该协议现时及未来的附表和附件)以及对该等协议的不时修订、增加、补充和调整。

 

Share Sale and Purchase Agreement dated May 24, 2022, between the Purchasers and the Vendor and the Companies in connection with the Acquisition (including the schedules and attachments thereto now and in the future) and the amendments, additions, supplements and adjustments thereto from time to time

 

“公司”

 

“Companies”

 

本协议附表1所列明的七家由卖方直接控股的公司。“公司”视情况可指全部或者每一家,具体视文意要求而定。

 

The seven companies specified in Schedule 1 hereto which are directly and owned by Vendor. “Companies” may refer to all or each of them, as appropriate, depending on the context.

 

“各方”

 

“Parties”

 

买方、卖方和公司的合称。

 

The Purchasers, the Vendor and the Companies collectively. .

 

“收购”

 

“Acquisition”

 

买方/卖方根据本协议的交易安排,购买/出售公司100%已认缴股本,实现买方对公司的控制及管理。

 

Pursuant to this Agreement, the Purchasers/Vendor purchases/sells 100% of the subscribed share capital of the Companies and realize the control and management of the Companies by the Purchasers.

 

“出售股份”

 

“Sale Shares”

 

拟出售给买方的,相等于卖方实益拥有的公司认缴股本100%的股份。

 

Shares equal to 100% of the subscribed share capital of the Companies beneficially owned by the Vendor to be sold to the Purchasers.

 

“交割”

 

“Completion”

 

买方和卖方将于交割日当天完成对出售股份的交割。

 

Completion of the sale and purchase of the Sale Shares which is to be effected on the Completion Date.

 

 

-4-

 

 

“交割日”

 

“Completion Date”

 

买方和卖方完成相互送达本协议第5.1条约定的全部条件的交割文件(通过邮件、常规信件或其他由买方和卖方同意的送达方式)当天(直至最后一项文件完成送达或弃权),或由买方和卖方一致同意的另一天。

 

the day on which the Purchasers and the Vendor complete the reciprocal delivery of closing documents (by electronic mail, regular mail or any other means mutually agreed upon by the Purchasers and the Vendor) required by Article 5.1 of the Agreement (until the last document is satisfied or waived in accordance with this Agreement), or any other date as the Purchasers and the Vendor may mutually determine.

 

“或有负债”

 

“Contingent Liability”

 

公司交割日前的各种原因引起的在公司交割日后,应由公司承担的各种债务或义务。包括但不限于卖方未列入公司账目的负债,或虽列入公司账目,但公司承担的债务大于公司账目列明的数额的部分。

 

All debts or obligations arising from various causes prior to the Completion Date that are due to the Companies after the Completion Date of the Companies. including, but not limited to, liabilities that are not included in the Companies’ accounts by the Vendor, or that are included in the Companies’ accounts, but for which the Companies assumes a liability greater than the amount stated in the Companies’ accounts.

 

“科卫云平台”

 

“Kewei Intelligent Cloud Platform”

 

一款由卖方自主研发的用于运营及管理商用服务机器人产品的在线平台。

 

A self-developed and online platform created by the Vendor, to be used to operate and manage service robot products

 

“工作日”

 

“Business Day”

 

香港上海汇丰银行有限公司于星期六、星期日或公众假期以外的在香港营业的任何日期。

 

Any day other than a Saturday, Sunday or public holiday on which The Hong Kong and Shanghai Banking Corporation Limited is open for business in Hong Kong.

 

 

-5-

 

 

“HK$”

港元

 

Hong Kong Dollar

 

“RMB¥”

人民币元

 

Ren Min Bi Yuan

 

“US$”

美元

 

United States Dollar

 

“香港”

 

“Hong Kong”

 

香港特别行政区

 

The Hong Kong Special Administrative Region

 

“中国”

 

“China”

 

中华人民共和国

 

The People’s Republic of China

 

 

1.2释义

 

(A)条款、附件、附表:如提及本协议,应包括本协议的任何附件、附表及本协议的完整协议;如提及条款、附表和附件,应指本协议(完整协议)的条款、附表和附件。

 

(B)标题:本协议的各级标题仅为方便阅读而设,标题不影响对本协议内容的解释,本协议具体权利义务的界定及解释,以条款中所述具体内容为准。

 

(C)日期:除本协议另有约定外,本协议约定的履行日或履行期间的最后一日为非工作日的,以该等非工作日后的第一个工作日作为履行日或履行期间的最后一日。

 

(D)时间:本协议中如提及时间,均指北京时间。

 

1.2Interpretation

 

(A)Terms, Annexes, Schedules: References to this Agreement shall include any attachments, schedules and the entire agreement hereto, and references to terms, schedules and attachments shall mean the terms, schedules and attachments to this Agreement (the entire agreement).

 

(B)Title: The titles of all levels of this Agreement are for convenience of reading only, and the titles do not affect the interpretation of the contents of this Agreement, and the specific rights and obligations of this Agreement shall be defined and interpreted in accordance with the specific contents stated in the terms and conditions.

 

(C)Date: Unless otherwise agreed herein, if the last day of the performance date or performance period agreed herein is a non-business day, the first business day following such non-business day shall be the last day of the performance date or performance period.

 

(D)Time: All references to time in this Agreement are to Beijing time.

 

-6-

 

 

2.买卖股份SALE AND PURCHASE OF SHARES

 

2.1根据本协议条款,卖方作为出售股份的实益拥有人,特此同意出售,且买方特此同意以购买价格购买出售股份,出售股份不附带任何期权、留置权、额外的权利负担或第三方权利负担。

 

2.1Subject to the terms and conditions of this Agreement, the Vendor as beneficial owner hereby agrees to sell and the Purchasers hereby agrees to purchase at the Purchase Price, the Sale Shares free from any and all options, liens, charges and encumbrances or third-party rights of whatsoever nature.

 

2.2出售股份的权益包括:以股东身份对公司行使控制权、决策权、经营权、管理权等权利;对公司全部(现有及潜在)有形资产、无形资产、经营权利等财产权益享有的股东利益。出售股份所对应公司的资产和权益范围,既包括公司财务记录中体现的资产和权益,也包括虽未在公司财务记录中体现的但在登记上或实质上属于公司的一切资产和权益。

 

2.2The interests in the Sale Shares include: the right to exercise control, decision-making, management and administration rights over the Companies as a shareholder; the shareholders' interest in all (existing and potential) tangible assets, intangible assets, operating rights and other property interests of the Companies. The scope of assets and interests of the Companies corresponding to the Sale Shares includes both assets and interests reflected in the Companies’ financial records and all assets and interests that are not reflected in the Companies’ financial records but belong to the Companies in registration or in substance.

 

2.3根据公司未来五年(2022年至2026年)预计平均营收估值的1倍,经协商一致,买方和卖方同意出售股份的购买价格总共为21,600,000美元(“购买价格”),将由买方1交付给卖方(i)等额为购买价格10% 的现金(“现金对价”)以及(ii)等额为购买价格90%的买方1的限制性普通股(“对价股”)。卫安智能有限公司目前在美国纳斯达克市场交易,代码为“GFAI”。就本协议而言,卫安智能有限公司每股单价为2美元。

 

2.3Based on one time the estimated average revenue valuation of the Companies for the next five years (2022 to 2026), the Purchasers and the Vendor have agreed by consensus that the purchase price for the Sale Shares shall be the total amount of US$21,600,000 (“Purchase Price”), to be paid by Purchaser I to Vendor comprised of (i) 10% of the Purchase Price to be paid in the form of cash (“Cash Amount”) and (ii) 90% of the Purchase Price to be paid in the form of restricted ordinary shares of Purchaser I (“Consideration Shares”). Guardforce AI Co., Limited is presently listed on the US Nasdaq Markets under the symbol “GFAI”. For purposes of this Agreement, each share of Guardforce AI Co., Limited is valued at US$2.

 

2.4各方确认,在本协议签署前,买方1已向卖方支付等额为购买价格10%的现金作为本次收购的预付金。该预付金按如下方法处理:

 

(A)按照本协议的约定交割的,在交割日该预付金抵作现金对价,视为买方1完成本协议现金对价的交付;

 

(B)因任何原因,如最终交割条件未能成就导致不能交割的,卖方向买方1返还其已支付的全部预付金。

 

为担保上述约定的返还预付金义务的履行,卖方已将出售股份质押给买方提供质押担保。

 

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2.4The Parties acknowledge that prior to the signing of this Agreement, Purchaser I has paid to Vendor an amount which equals to 10% of the Purchase Price in cash as a prepayment for the Acquisition. Such prepayment shall be treated as follows:

 

(A)If the Completion is made in accordance with this Agreement, such prepayment shall be credited as Cash Amount on the Completion date and shall be deemed to be the completion of Cash Amount hereunder by Purchaser I.

 

(B)If, for any reason, the conditions for Completion are not fulfilled resulting in Completion cannot take place eventually, the Vendor shall return to the Purchaser I all the prepayments it has made.

 

In order to guarantee the performance of the above agreed obligation to return the prepayment, the Vendor has pledged the Sale Shares to the Purchasers to provide pledge security.

 

3.商业行为CONDUCT OF BUSINESS

 

3.1由本协议日期起至交割日止,公司应(并且卖方应促使公司):

 

(A)在正常业务过程中经营卖方及公司的业务;

 

(B)保持卖方及公司的所有财产处于良好状态;

 

(C)保护且持续发展卖方及公司的业务、员工、客户、资产及运营。

 

3.1Between the date hereof and until the Completion Date, the Companies shall (and the Vendor shall cause the Companies to):

 

(A)operate the Vendor’s and the Companies’ business in the ordinary course of business; and

 

(B)maintain all properties of the Vendor and the Companies in good working order; and

 

(C)maintain the Vendor’s and the Companies’ business and employees, customers, assets and operations as an ongoing concern.

 

3.2卖方和公司共同保证,由本协议日期起至交割日止,未经买方同意,公司不得从事下述事项,但为履行本次收购项下约定的相关义务除外:

 

(A)不得终止、改变、减少目前的业务;

 

(B)不得增加正常经营业务以外的经营及/或投融资活动;

 

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(C)不得进行任何正常经营业务以外的资产添置或处理等活动;

 

(D)不得提供任何形式的担保;

 

(E)不得进行任何形式的分红;

 

(F)不得进行正常经营业务以外的人事调整以及薪酬调整;

 

(G)不得做出任何与公司正常经营管理活动无关的关联方交易及/或资金往来;

 

(H)不得擅自增加公司员工;

 

(I)不得转让或许可任何第三方使用公司拥有的知识产权;

 

(J)不得承担正常经营业务以外的债务;

 

(K)不得改变或增加任何福利计划;

 

(L)不得对公司资产设置抵押、质押、留置等权利限制;

 

(M)不得改变税收/会计方法;

 

(N)不得实施其他影响公司正常经营、资产完整及净资产的非经营性行为。

 

3.2The Vendor and the Companies jointly warrant that, from the date of this Agreement until the Closing Date, the Companies shall not, without the consent of the Purchasers, do any of the following, except for the purpose of fulfilling the relevant obligations agreed to under this Acquisition:

 

(A)Shall not terminate, change or reduce the Companies’ current business;

 

(B)Shall not increase the Companies’ business and/or investment and financing activities outside of its normal business operations;

 

(C)Shall not carry out any activities such as acquisition or disposal of assets other than normal business operations;

 

(D)Shall not provide any form of guarantee;

 

(E)Shall not make any form of dividend;

 

(F)No personnel adjustment or salary adjustment outside of the normal course of business;

 

(G)Shall not make any related party transactions and/or financial exchanges that are not related to the normal business management activities of the Companies;

 

(H)No unauthorized increase in the number of employees of the Companies;

 

(I)Shall not transfer or license any third party to use the intellectual property owned by the Companies;

 

(J)Shall not take on additional debt;

 

(K)Shall not change or add any benefit plans;

 

(L)Shall not place a mortgage, pledge, lien or other restriction on the rights of the Companies’ assets;

 

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(M)Shall change tax/accounting methods;

 

(N)No other abnormal operating acts that affect the normal operation, asset integrity and net assets of the Companies.

 

3.3如果卖方或公司违反了本协议第3.1、3.2条款的有关规定,造成公司损失的,由卖方向公司补偿公司遭受的损失及按同期全国银行间同业拆借中心贷款市场报价利率(LPR)计算的补偿金。

 

3.3If the Vendor or the Companies violates the relevant provisions of Article 3.1 or Article 3.2 of this Agreement and causes losses to the Companies, the Vendor shall compensate the Companies for the losses suffered by the Companies and the compensation calculated at the Loan Market Quotation Rates (LPR) of the National Interbank Funding Center for the same period.

 

4.知识产权INTELLECTUAL PROPERTY RIGHTS

 

4.1至本协议签署日,公司已经拥有的/正在注册的/被授权使用的知识产权(包括但不限于任何商标、版权和专利),卖方及公司应于交割日将该等知识产权的全部权利、证书及文件移交给买方,并在本协议签署日后不得转让或授权第三方使用前述知识产权。

 

4.1For the intellectual property rights (including, but not limited to, any trademarks, copyrights and patents) that the Companies has owned/is registering/is licensed to use as of the date of this Agreement, the Vendor and the Companies shall transfer all rights, certificates and documents with respect to such Intellectual Property Rights to the Purchasers on the Completion Date, and shall not transfer or authorize a third party to use the aforesaid intellectual property rights after the date of this Agreement.

 

4.2如本协议第4.1条所述的知识产权存在权利限制(包括但不限于质押、协议担保、授权第三方使用等),该等限制应于交割日前全部解除。

 

4.2If there are restrictions (including, but not limited to, pledge, agreement guarantee, authorization for third party use, etc.) on the rights of the intellectual property rights as described in Article 4.1 of this Agreement, such restrictions shall be fully released before the Completion Date.

 

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4.3交割日后,买方拥有并且有权使用以公司名义注册的知识产权;卖方及其关联方未经买方同意不得继续使用该等知识产权或者利用该等知识产权获取利益。对于因违反本约定而给买方或公司造成的任何损失,卖方应向买方作出赔偿。

 

4.3After the Completion Date, the Purchasers shall own and have the right to use the intellectual property rights registered in the name of the Companies and the Vendor and its affiliates shall not continue to use such intellectual property rights or obtain benefits from such intellectual property rights without the consent of the Purchasers., The Vendor shall compensate Purchasers for any damage caused to the Purchasers or the Companies as a result of any breach of this provision.

 

5.交割COMPLETION

 

5.1在交割日期完成交割,应满足下列条件:

 

(A)卖方应经董事会和/或股东会决议,批准对本协议的签署和履行、批准买方2或买方1指定的其他关联方获得出售股份、批准修改公司组织章程大纲中关于持股详请的描述;

 

(B)买方应经董事会决议和/或股东会决议,批准对本协议的签署和履行;

 

(C)买方1应根据本协议约定的购买价格,将现金对价、对价股交付至卖方指定账户,卖方应另行签发书面文件至买方1,对卖方的指定账户进行约定;

 

(D)买方和卖方应完成由中国政府或有关部门认可的转股登记。

 

5.1The Completion shall take place on the Completion Date following:

 

(A)The Vendor shall cause a meeting of its board of director(s) and/or shareholder(s) to give effect to the entry into and performance of this Agreement, to approve the Sale Shares to be transferred to the Purchaser II or other related party designated by Purchaser I, and to approve the amendment of the Companies’ Memorandum and Articles of Association with respect to the shareholding details; and

 

(B)Each of the Purchasers shall cause a meeting of its board of director(s) and/or shareholder(s) to give effect to the entry into and performance of this Agreement; and

 

(C)The Purchaser I shall deliver the payment of the Purchase Price, including Cash Amount and Consideration Shares as set forth above, to the Vendor’s designated account(s), and the Vendor shall separately issue written document(s) to the Purchaser I to designate or adjust the account(s) for receiving the aforesaid payment; and

 

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(D)The Vendor and the Purchasers shall complete the share transfer registration as required by the China governments or authorities.

 

5.2卖方、公司应与买方在交割日或由买方指定的交割日后的日期完成公司全部控制权与经营权交割。卖方、公司应确保将公司以下文件及资料(如有)交付或提供给买方,包括但不限于:公章、财务章、营业执照正副本(公司成立证书)、税务登记证、组织机构代码证、贷款卡、会计账册、公司章程、资产证书、银行账户、公司截至2021年12月31日的财政年度的审计报告、公司知识产权清单(包括但不限于商标、专利、软件著作权、域名等)及所有证书、知识产权转让和许可相关的协议文件、土地申报及缴费批复原始资料、优惠政策批复、董事及股东名册和过往股东会、董事会、监事会记录等所有与公司经营相关的文件。

 

同时,卖方须将公司的财产、权利、利益等完整移交给买方所占有或控制。

 

5.2The Vendor and the Companies shall complete the delivery of all control and operation rights of the Companies to the Purchasers on Completion Date or a date after the Completion Date specified by Purchasers. the Vendor and the Companies shall ensure that the following documents and information (if any) of the Companies are delivered or provided to Purchasers, including but not limited to: official seal, financial seal, original and duplicate business license (certificate of incorporation), tax registration certificate, organization code certificate, loan card, accounting books, articles of incorporation, asset certificate, bank account, Companies’ Fiscal year audit report, list of the Companies’ intellectual property rights (including but not limited to trademarks, patents, software copyrights, domain names, etc.) and all certificates, documents of agreements related to the transfer and licensing of intellectual property rights, original information of land declaration and fee payment approval, approval of preferential policies, register of directors and shareholders and records of past shareholders' meetings, board of directors and supervisory board, and all documents related to the Companies’ operation.

 

At the same time, the Vendor shall completely handover the property, rights and interests of the Companies to possession or control of the Purchasers.

 

5.3卖方、公司应完整披露移交事项并编制一式三份的移交清单,买方、卖方及公司予以签字并盖章确认。

 

5.3The Vendor and the Companies shall disclose all the transfer matters and prepare a handover list in triplicate, and the Purchasers, the Vendor and the Companies shall sign and confirm such evidence of the transfer matters under seal.

 

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5.4交割日前出售股份的权利、义务及风险归属于卖方,交割日后出售股份的权利、义务及风险归属于买方。

 

5.4The rights, obligations and risks associated with the Sale Shares prior to the Completion Date shall be vested in the Vendor, and the rights, obligations and risks associated with the Sale Shares after the Completion Date shall be vested in the Purchasers.

 

5.5卖方同意,在交割前,买方有权委派若干雇员到公司参与业务运作,具体安排另行商定。

 

5.5The Vendor agrees that prior to Completion, the Purchasers shall have the right to assign certain employees to the Companies to participate in the operation of the business, the specific arrangements of which shall be agreed separately.

 

6.陈述、保证与承诺REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS

 

6.1卖方的陈述、保证与承诺

 

(A)卖方特此向买方声明、保证并承诺,除本协议已披露信息外,附表 2 中所列的每项保证在本协议日期及交割日时都是真实且准确的。

 

(B)卖方违反任何保证或本协议的任何其他条款而直接或间接导致买方或公司遭受或招致的任何损失、损害、成本或费用,卖方应予以赔偿。

 

(C)卖方承认(i)买方是根据卖方的保证订立本协议(ii)每项保证均构成单独的保证,并且买方对每次违反任何保证的行为均享有单独的索赔和诉讼权(iii)卖方的保证将在交割完成后继续有效。

 

6.1Representations, warranties and undertakings of the Vendor

 

(A)The Vendor hereby represents and warrants to and undertakes with the Purchasers that, except as disclosed herein each of the warranties set out in Schedule 2 as at the date hereof and shall be for all times up to and including the Completion Date are true and correct in all respects.

 

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(B)The Vendor shall indemnify Purchasers or Companies for any loss, damage, cost or expense suffered or incurred directly or indirectly by any breach of any warranty or any other terms of this Agreement.

 

(C)The Vendor acknowledges that (i) the Purchasers have entered into this Agreement in reliance upon the Vendor’s warranties, (ii) each of the warranties shall constitute a separate and independent warranty, and the Purchasers shall have a separate claim and right of action in respect of every breach of any of the warranties and (iii) the Vendor’s warranties shall survive Completion.

 

6.2买方的陈述、保证 与承诺

 

(A)买方符合相关法律规定的购买出售股份的条件,不会因为买方自身条件的限制而影响本次收购所涉法律程序的正常进行。

 

(B)签署并履行本协议,不违反相关法律、公司章程、行业监管要求、第三方合同等对买方已经设定的限制和障碍,不涉及侵害任何第三方的利益。

 

(C)买方1有足够的资金能力实施本次收购,买方1保证按照本协议的有关约定交付现金对价和对价股。

 

(D)在卖方的配合下积极办理完成本次收购涉及的一切手续,包括但不限于修改公司章程、改组董事会、监事会、向有关机关报送有关出售股份变更的文件、接管和经营公司等。

 

6.2Representations, warranties and undertakings of the Purchasers

 

(A)The Purchasers meets the conditions for the purchase of the Sale Shares as stipulated in the relevant laws and will not let the restrictions of the Purchasers’ own conditions affect the normal conduct of the legal procedures involved in this Acquisition.

 

(B)The signing and performance of this Agreement will not violate the restrictions and obstacles already set for the Purchasers by relevant laws, articles of incorporation, industry regulatory requirements, third party contracts, etc., and will not cause infringement of the interests of any third party.

 

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(C)Purchaser I has sufficient financial capacity to implement the Acquisition, and Purchaser I guarantees to deliver the Cash Amount and Consideration Shares in accordance with this Agreement.

 

(D)With the cooperation of the Vendor, actively handle all formalities involved in the completion of the Acquisition, including but not limited to amending the Articles of Incorporation of the Companies, reorganizing the board of directors and the supervisory board of the Companies, filing documents to the relevant authorities regarding the change of Sale Shares, taking over and operating the Companies, etc.

 

6.3公司的陈述、保证与承诺

 

(A)公司在本次收购过程中,全面配合买方与卖方的股份买卖交易,包括:配合尽职调查,提交文件资料,如实告知公司经营、资产、负债、责任等具体情况,配合股权交割及公司接管等。

 

(B)公司向买方披露的全部信息及提供的全部材料,包括但不限于财务情况、资产情况、债权债务情况、生产经营情况、公司工商登记情况等都真实、合法、完整、充分、有效。

 

(C)交割日前,卖方及/或公司未按照法律、公司章程规定及本协议约定履行本次收购涉及到的各项配合工作、提交资料等事宜,造成交易终止且买方遭受损失的,卖方与公司应向买方承担连带赔偿责任。

 

6.3Representations, warranties and undertakings of the Companies

 

(A)In the course of this Acquisition, the Companies will fully cooperate with the transaction of share sale and purchase between the Purchasers and the Vendor, including: cooperating with the due diligence investigation, submitting documents and information, truthfully informing the specific circumstances of the Companies’ operation, assets, liabilities, responsibilities, etc., cooperating with the delivery of equity and the takeover of the Companies, etc.

 

(B)All information disclosed and all materials provided by the Companies to the Purchasers, including but not limited to the financial situation, assets, debts and liabilities, production and operation, and business registration of the Companies, are true, legal, complete, adequate and valid.

 

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(C)If, prior to the Completion Date, the Vendor and/or the Companies fail to perform all the cooperation work and submission materials involved in this Acquisition in accordance with the laws, the provisions of the Articles of Association and the Agreement, resulting in the termination of the Acquisition and the Purchasers suffering losses, the Vendor and the Companies shall be jointly and severally liable to the Purchasers for compensation for such losses.

 

6.4买方和卖方同意,买方在完成尽职调查后交割前,有权增加更多的卖方保证条款(以补充协议或附函的方式)。

 

6.4The Vendor and the Purchasers agree that the Purchasers shall have the right to add more warranty clauses of the Vendor (by way of supplemental agreement or side letter) after completing the due diligence review before Completion.

 

7.交割后事项POST-COMPLETION MATTERS

 

7.1卖方同意,向买方提供科卫云平台供免费使用,但买方需自行承担服务器相关费用,买方和卖方保留随时对此进一步协商及调整的权利。

 

7.1The Vendor shall provide the Kewei Intelligent Cloud Platform for the Purchasers’ use for free, however, Purchasers shall bear its own cost related to the server, and both the Vendor and Purchasers reserve the rights to further negotiate and adjust this provision from time to time.

 

7.2买方不对交割日前公司账目中未反映的税收和负债(含或有负债、担保)承担责任。若公司因为处理交割日前已存在的任何问题或事项而承担任何责任及/或产生任何损失和支出,包括但不限于债权、债务、纠纷、诉讼、仲裁、政府处罚、补交款等,则前述损失和支出均由卖方承担。

 

7.2The Purchasers shall not be liable for taxes and liabilities (including Contingent Liabilities and guarantees) that are not reflected in the Companies’ accounts prior to the Completion Date. If the Companies incurs any liability and/or incurs any losses and expenses as a result of dealing with any problems or matters existing prior to the Completion Date, including but not limited to claims, debts, disputes, litigation, arbitration, governmental penalties, back payments, etc., the aforementioned losses and expenses shall be borne by the Vendor and reimbursed to Purchasers if paid by Purchasers.

 

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8.协议的独立性INDEPENDENCE of AGREEMENT

 

8.1针对每家公司,本协议构成买方与卖方及该公司之间的独立股份买卖协议,买卖双方就一家具体公司股份买卖发生部分或整体纠纷(包括但不限于主张违约责任、终止协议、协议无效等)的,不影响本协议完整内容对其他公司股份买卖的继续有效和履行等。

 

8.1For each of the Companies, this Agreement constitutes a separate share sale and purchase agreement between the Purchasers and the Vendor and each of the Companies, and any dispute between the Purchasers and the Vendor regarding the sale and purchase of shares of a specific one of the Companies in part or in whole (including, but not limited, claiming liability for breach of this Agreement, termination of this Agreement, invalidity of this Agreement, etc.) shall not affect the continued validity and performance of this Agreement in its entirety with respect to the sale and purchase of shares of any other Companies.

 

9.可分割性SEVERABILITY

 

9.1如果本协议的任何一项或多项条款在任何方面无效、非法、不可执行或无法履行,则本协议其余条款的有效性、合法性、可执行性不应因此受到任何影响或损害。

 

9.1If at any time any one or more provisions hereof is or becomes invalid, illegal, unenforceable or incapable of performance in any respect, the validity, legality, enforceability or performance of the remaining provisions hereof shall not thereby in any way be affected or impaired.

 

10.不弃权NO WAIVER

 

10.1任何一方未能或延迟行使本协议项下或根据本协议取得的法律规定的任何权利或补救,该等情况的出现将不构成对该等权利或补救的实质性损害,也不构成或视为对该类权利或补救的弃权或变更,不得妨碍在以后的任何时候对该类权利或补救的行使。

 

10.1The failure or delay of each party to exercise any right or remedy under this Agreement or under the law acquired hereunder shall not constitute a material impairment of such right or remedy, nor shall such failure or delay constitute or be deemed a waiver or modification of such right or remedy, and shall not prevent the exercise of such right or remedy at any subsequent time.

 

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10.2单项行使或部分行使任何该类权利或补救不得妨碍对该类权利或补救的任何其他的或进一步的行使或对任何其他权利或补救的行使。

 

10.2No single exercise or partial exercise of any such right or remedy shall preclude any other or further exercise of such right or remedy or the exercise of any other right or remedy.

 

10.3各方在本协议项下或根据本协议可获得的权利和补救是累积的,可以在该一方认为适当的情况下行使,且是对其在法律规定下的权利和补救的补充。

 

10.3The available rights and remedies of the Parties under or pursuant to this Agreement are cumulative and may be exercised as such party deems appropriate and are in addition to its rights and remedies under law.

 

11.完整性ENTIRE AGREEMENT

 

11.1本协议及其附件、附表、补充协议、备忘录等为实现本次收购的全部交易文件构成完整协议。

 

11.1This Agreement and all of the transaction documents, including the exhibits, schedules, supplements, and memorandums, for the purpose of effecting the Acquisition constitute the entire agreement.

 

11.2本协议构成各方之间就本协议项下的出售股份买卖达成的完整协议和共识,并取代之前所有与之相关的无论是以口头、书面或其他方式达成的提议、陈述、谅解备忘录、保证、协议、承诺。

 

11.2This Agreement constitutes the entire agreement and understanding between the Parties hereto in connection with the sale and purchase of the Sale Shares under this Agreement and supersedes all previous proposals, representations, understanding, warranties, agreements or undertakings relating thereto whether oral, written or otherwise.

 

-18-

 

 

12.保密CONFIDENTIALITY

 

12.1本次收购中,买方与卖方对所了解的全部资料和信息,包括但不限于买方、卖方以及公司的经营情况、财务情况、商业秘密、技术秘密等全部情况,本协议所列的签约各方均有义务予以相互保密,除非法律有明确规定或司法机关强制要求,任何一方不得对外公开或使用。

 

12.1In this Acquisition, the Purchasers and the Vendor shall be obliged to keep all materials and information known to the Purchasers and the Vendor, including but not limited to the operation, financial situation, trade secrets and technical secrets of the Purchasers, the Vendor and the Companies, confidential to each other, and each party shall disclose or use them to the public except as expressly required by law or compelled by judicial authorities.

 

12.2任何一方违反保密义务,对该秘密拥有者造成经济或信誉损失的,违反保密义务的一方应当予以赔偿。

 

12.2If any party violates the obligation of confidentiality and causes economic or reputation loss to the owner of the secret, the party who violates the obligation of confidentiality shall compensate the non-breaching party(ies).

 

13.成本和费用COSTS AND EXPENSES

 

14.1各方应自行承担其准备和完成本协议以及与此有关的任何其他文件和与本次收购有关的法律和专业费用、交易税款、成本和费用。

 

13.1The Parties hereto shall bear their own legal and professional fees, transaction tax, costs and expenses in the preparation and completion of this Agreement, and any other documents in relation thereto and in connection with the sale and purchase as set forth herein.

 

14.成立及生效ESTABLISHMENT AND ENTRY INTO FORCE

 

14.1本协议经各方法人的法定代表人(或授权代表)签字并加盖法人公章之日起成立并生效。

 

14.1This Agreement is established and entry into force on the date when it is signed by the legal representative (or authorized representative) of each party and sealed with the official seal of the legal person.

 

-19-

 

 

15.协议的终止TERMINATION OF AGREEMENT

 

15.1终止事件

 

在下列情形下,任何一方均可以按照第15.2条款规定通知另一方终止本协议:

 

(A)另一方违反了本协议的条件、陈述、保证或任何其他条款,且该等违约的结果是严重的,或者无法补救的,或者可以补救但却在守约一方发出通知要求补救后三十天内仍未补救;或

 

(B)另一方停止或暂停或威胁暂停支付其全部或大部分债务,或者没有能力偿还到期债务;或

 

(C)另一方停止或威胁停止进行其所有或大部分业务;或

 

(D)任何人(包括相关合同一方)采取与另一方的行政接管、清算或破产有关的任何措施;或

 

(E)对另一方的全部或实质性部分的财产或业务采取了任何强制性执行担保的措施,或者启动了扣押、执行或其他类似程序,包括但不限于接管人、行政接管人、破产信托人或其他类似人员;或

 

(F)发生任何事情或情形,而根据相关有管辖权的区域所适用的法律,该等事件或情形和上述第(D)、(E)两项中所列的终止事件具有相似或相同的效果。

 

财务报表基准日(2021年12月31日)后,公司不存在重大不利影响致使公司产生基准日财务报表所列之外的重大负债(含未披露负债)和亏损,足以影响买方本次收购目的的实现,否则买方有权终止本协议。

 

15.1Termination Events

 

Any party may terminate this Agreement by notice to the other party as provided in Article 15.2 if:

 

(A)the other party breaches a condition, representation, warranty or any other provision of this Agreement and the result of such breach is material or irremediable, or is remediable but remains unremediated for a period of thirty (30) days after the non-breaching party has given notice requiring such remedy; or

 

(B)the other party ceases or suspends or threatens to suspend payment of all or a substantial part of its debts or is unable to pay its debts as they become due; or

 

(C)the other party ceases or threatens to cease to carry on all or a substantial part of its business; or

 

(D)any person (including a party to the relevant contract) takes any action in connection with the administrative receivership, liquidation or bankruptcy of the other party; or

 

(E)the taking of any measures to enforce security or the commencement of an attachment, execution or other similar proceeding against all or a substantial part of the property or business of the other party, including, but not limited to, a receiver, administrative receiver, trustee in bankruptcy or other similar person; or

 

(F)the occurrence of any event or circumstance which, under the applicable law of the relevant jurisdiction, has a similar or identical effect to the termination events listed in (D) and (E) above.

 

After the Base Date (December 31, 2021), there is no Material Adverse Effect on any of the Companies that causes any of the Companies to incur material liabilities (including undisclosed liabilities) and losses other than those listed in the financial statements as of the Base Date, sufficient to affect the achievement of the purpose of this Acquisition by the Purchasers, otherwise the Purchasers have the right to terminate this Agreement.

 

-20-

 

 

15.2终止事件的通知

 

(A)如果发生影响一方的终止事件,或者发生任何很可能引发终止事件的事件或情形,则该方应及时通知另一方。

 

(B)主张终止权利的任何一方,应当在终止事件或情形发生时通知另一方。

 

15.2Notice of Termination Event

 

(A)Any party shall promptly notify the other party of the occurrence of a termination event affecting that party, or of any event or circumstance that is likely to trigger a termination event.

 

(B)Any party asserting a termination right shall notify the other party upon the occurrence of a Termination Event or circumstance.

 

16.违约责任LIABILITY FOR BREACH OF CONTRACT

 

16.1本协议签订并生效后,除不可抗力以外,任何一方存在虚假不实陈述的情形及/或违反其在本协议(含附件)及/或其与本协议相对方所签署的其他协议(如有)项下的声明、承诺、保证,不履行其在本协议(含附件)及/或其与本协议相对方所签署的其他协议(如有)项下的任何责任与义务,即构成违约。违约方应当根据守约方的要求继续履行义务、采取补救措施或向守约方支付全面和足额的赔偿金。

 

16.1After this Agreement is signed and becomes effective, except for force majeure, any party who makes false misrepresentations and/or breaches its representations, undertakings or warranties under this Agreement (including the Annexes) and/or other agreements (if any) entered into between it and the other party hereto, or who fails to perform any of its duties and obligations under this Agreement (including the Annexes) and/or other agreements (if any) entered into between it and the other party hereto, shall be in default. shall constitute a breach of contract. The defaulting party shall continue to perform its obligations, take remedial measures or pay full and complete compensation to the defaulting party upon the request of the defaulting party.

 

16.2前款赔偿金包括直接损失和间接损失的赔偿,包括但不限于守约方为本次收购而发生的审计费用、评估费用、财务顾问费用、律师费用、差旅费用以及本协议所约定的违约赔偿金等。支付赔偿金并不影响守约方要求违约方继续履行本协议或解除本协议的权利。

 

16.2The compensation in the preceding paragraph includes compensation for direct and indirect losses, including but not limited to audit fees, appraisal fees, financial advisory fees, attorney's fees, travel expenses and liquidated damages as agreed in this Agreement incurred by the Defaulting Party for this Acquisition. The payment of compensation shall not affect the right of the defaulting party to request the defaulting party to continue to perform this Agreement or to terminate this Agreement.

 

-21-

 

 

16.3若买方根据本协议约定解除/终止本协议的,则卖方应当在收到买方发出的书面通知书后5个工作日内向买方退还买方已经支付的全部现金对价、对价股并按照合同约定支付违约赔偿金(如适用),且每一方均应采取一切必要或适当之行动,使本次收购恢复到本协议签署前之状态。买方应当在收到卖方退还的其已经支付的全部交易价款以及卖方、公司根据本协议应当支付的全部违约赔偿金(如适用)后5个工作日内,配合公司及卖方办理出售股份转回至卖方名下的变更登记手续。

 

16.3If the Purchasers dissolve/terminate this Agreement in accordance with this Agreement, the Vendor shall refund to the Purchasers all Cash Amount, Consideration Shares it has paid and liquidated damages (if applicable) in accordance with the contract within 5 business days after receiving a written notice from the Purchasers, and each party shall take all necessary or appropriate actions to restore the Acquisition to the status prior to the signing of this Agreement. The Purchasers shall cooperate with the Companies and the Vendor in the registration of the change of the transfer of the Sale Shares back to the name of the Vendor within 5 business days after receiving the refund of the full transaction price paid by the Vendor and the full liquidated damages (if applicable) payable by the Vendor and the Companies under this Agreement.

 

16.4除本协议另有约定外,任何一方因本协议约定的条款产生支付款项义务,而该等付款义务未在约定期间内履行完毕的,则违约方应在逾期期间每天按逾期未支付价款的1‰向守约方支付逾期赔偿金。

 

16.4Unless otherwise agreed herein, if either party becomes obligated to make payments as a result of the terms agreed herein and such payment obligations are not fulfilled within the agreed period, the defaulting party shall pay the defaulting party late compensation at 1n of the overdue price per day for the overdue period.

 

16.5同一事项或/及不同事项,导致本协议不同条款约定的责任(包括但不限于主义务、违约金、补偿款及费用等)重叠的,权利方有权主张该等条款约定的所有累积权利。

 

16.5In the event that the same matter or/and different matters result in overlapping liabilities (including but not limited to principal obligations, liquidated damages, compensation payments and expenses, etc.) as agreed in different provisions of this Agreement, the entitled party shall be entitled to claim all cumulative rights as agreed in such provisions.

 

-22-

 

 

17.法律适用及争议解决GOVERNING LAW AND DISPUTE RESOLUTION

 

17.1本协议受香港法律管辖并按其解释。因本协议引起或与本协议有关的所有争议均由香港法院管辖。

 

17.1This Agreement shall be governed by and construed in accordance with the laws of Hong Kong. All disputes arising from or in connection with this Agreement shall be under the jurisdiction of Hong Kong courts.

 

18.通知NOTICES

 

18.1根据本协议允许或要求提供的所有通知、请求、报告和其他通信应通过信件或电子邮件的方式对书面通知进行有效送达。

 

18.1All notices, requests, reports and other communications permitted or required to be given under this Agreement shall be deemed validly served by written notices via mails or electronic mails.

 

18.2做出或发出任何通知、函件或文件,如以邮寄或特快专递方式送达,应以回执上注明的日期为送达日期;如以电子邮件方式送达,则在所发出电子邮件已进入收件人邮箱服务器时为送达。

 

18.2The date of service of any notice, communication or document given or issued shall be the date stated on the return receipt if served by post or courier or, if served by email, when the email sent has reached the recipient’s email server.

 

18.3除非一方收到其他方更改地址的书面通知,所有的通知和书面通讯应送至各方下述通讯地址:

 

18.3Unless a party receives written notice of a change of address from another party, all notices and written communications shall be sent to the parties’ mailing addresses as follows:

 

(A)深圳科卫机器人科技有限公司/Shenzhen Kewei Robot Technology Co., Limited

 

地址/Address:中国深圳市南山区沙河街道侨香路4068号智慧广场C栋2楼201/ Room 201, 2/F, Block C, Zhihui Plaza, Qiaoxiang Road 4068, Shahe Street, Nanshan, Shenzhen, China

 

联系人/Contact Person:涂静一/Jingyi Tu

 电话号码/Phone Number:+86 188 6180 2708

 

-23-

 

 

电子邮箱/E-mail:jingyi.tu@szkwrobot.com

 

(B)卫安智能有限公司/Guardforce AI Co., Limited

 

地址/Address:香港九龙红磡鹤园东街3号卫安中心5楼01室/Unit 01, 5/F., Guardforce Center, No.3 Hok Yuen Street East, Hung Hom, Kowloon, Hongkong

 

联系人/Contact Person:王蕾/Lei Wang

 

电话号码/Phone Number:+86 135 0966 7691

 

电子邮箱/E-mail:olivia.wang@guardforceai.com

 

(C)卫安智能机器人服务(深圳)有限公司/Guardforce AI Robot Service (Shenzhen) Co., Limited

 

地址/Address:中国深圳市南山区南头街道大汪山社区桃园东路1号西海明珠花园F座2016-3/2016-3, Block F, West Ocean Pearl Garden, No. 1 Taoyuan East Road, Dawangshan Community, Nantou Street, Nantou District, Shenzhen, China

 

联系人/Contact Person:王蕾/Lei Wang

 

电话号码/Phone Number:+86 135 0966 7691

 

电子邮箱/E-mail:olivia.wang@guardforceai.com

 

(D)公司/The Companies

 

地址/Address:中国深圳市南山区沙河街道侨香路4068号智慧广场C栋2楼201/ Room 201, 2/F, Block C, Zhihui Plaza, Qiaoxiang Road 4068, Shahe Street, Nanshan, Shenzhen, China

 

联系人/Contact Person:涂静一/Jingyi Tu

 

电话号码/Phone Number:+86 188 6180 2708

 

电子邮箱/E-mail:jingyi.tu@szkwrobot.com

 

-24-

 

 

19.其他MISCELLANEOUS

 

19.1各方确认,若根据中国企业登记部门的要求需签署符合其格式要求的股份买卖协议的(下称“企业登记版本协议”),企业登记版本协议仅用于办理转股登记手续,企业登记版本协议与本协议约定不一致的或未约定的,均以本协议为准。

 

19.1The Parties acknowledge that if they are required to sign a share sale and purchase agreement in the form required by the China corporate registration authorities (hereinafter referred to as "Corporate Registration Version Agreement"), the Corporate Registration Version Agreement shall only be used for the registration of the transfer of Sale Shares, and in the event of any inconsistency between the Corporate Registration Version Agreement and this Agreement or any failure to do so, this Agreement shall prevail.

 

19.2本协议以中英文起草,如有歧义,以中文版本为准。

 

19.2This Agreement is drafted in English and Chinese, if any ambiguity arises, the Chinese version shall prevail.

 

19.3本协议壹式叁份,每份具有同等法律效力。

 

19.3This Agreement shall be executed in three copies and have the same legal effect.

 

19.4本协议签署后,本协议所赖以存在的客观情况发生变化,需要对本协议进行调整、修订或补充的,由本协议签署各方另行达成书面补充协议。

 

19.4If, after the signing of this Agreement, the objective circumstances on which this Agreement is based change and it is necessary to adjust, amend or supplement this Agreement, the Parties to this Agreement shall reach a separate mutually agreed written supplemental agreement.

 

20.附件及附表ANNEXES AND SCHEDULES

 

20.1附表1:公司详情

 

20.1Schedule I: Companies Details

 

20.2附表2:卖方的保证

 

20.2Schedule II: Warranties of the Vendor

  

(签名页如下) 

(Signature page to follow)

 

-25-

 

 

本协议各方已于本协议首页规定的日期签署本协议:

 

AS WITNESS whereof the Parties hereto have signed this Agreement on the date set forth on the first page of this Agreement. 

 

卖方/VENDOR:

 

深圳科卫机器人科技有限公司/Shenzhen Kewei Robot Technology Co., Limited

 

授权代表人/Authorized Representative:                                  

 

姓名/Name:涂静一/Tu Jingyi

 

职务/Title:首席执行官/Chief Executive Officer  

 

买方/PURCHASERS:

 

卫安智能有限公司/Guardforce AI Co., Limited

 

授权代表人/Authorized Representative:                                  

 

姓名/Name:王蕾/Wang Lei

 

职务/Title:首席执行官/Chief Executive Officer

  

卫安智能机器人服务(深圳)有限公司/Guardforce AI Robot Service (Shenzhen) Co., Limited

 

授权代表人/Authorized Representative:                                  

 

姓名/Name:王蕾/Wang Lei

 

职务/Title:法定代表人/Legal Representative

  

公司/The Companies:

 

1北京科卫安机器人技术有限公司/ Beijing Keweian Robot Technology Limited

 

授权代表人/Authorized Representative:                                  

 

姓名/Name:涂静一/Tu Jingyi

 

职务/Title:授权代表人/Authorized Representative

  

-26-

 

 

2重庆科卫机器人技术有限公司/ Chongqing Kewei Robot Technology Limited

 

授权代表人/Authorized Representative:                                  

 

姓名/Name:涂静一/Tu Jingyi

 

职务/Title:授权代表人/Authorized Representative

  

3海南科卫机器人科技有限公司/ Hainan Kewei Robot Technology Limited

 

授权代表人/Authorized Representative:                                  

 

姓名/Name:涂静一/Tu Jingyi

 

职务/Title:授权代表人/Authorized Representative

  

4天津科卫机器人科技有限公司/ Tianjin Kewei Robot Technology Limited

 

授权代表人/Authorized Representative:                                  

 

姓名/Name:涂静一/Tu Jingyi

 

职务/Title:授权代表人/Authorized Representative 

 

5广西科卫机器人科技有限公司/ Guangxi Kewei Robot Technology Limited

 

授权代表人/Authorized Representative:                                  

 

姓名/Name:涂静一/Tu Jingyi

 

职务/Title:授权代表人/Authorized Representative

  

6福州科卫机器人科技有限公司/ Fuzhou Kewei Robot Technology Limited

 

授权代表人/Authorized Representative:                                  

 

姓名/Name:涂静一/Tu Jingyi

 

职务/Title:授权代表人/Authorized Representative

  

7上海南晓科卫智能科技有限公司/ Shanghai Nanxiao Kewei Intelligent Technology Limited

 

授权代表人/Authorized Representative:                                  

 

姓名/Name:涂静一/Tu Jingyi

 

职务/Title:授权代表人/Authorized Representative

  

-27-

 

附表 1 

SCHEDULE I 

 

公司详情 

PARTICULARS OF THE COMPANIES

 

1.北京科卫安机器人技术有限公司

 

1.Beijing Keweian Robot Technology Limited

  

公司名称

 

Company Name 

北京科卫安机器人技术有限公司

 

Beijing Keweian Robot Technology Limited 

公司注册编号

 

Company No. 

91110102MA01FT0L0T

注册地

 

Place of Incorporation 

中国北京

 

Beijing, China 

注册日期

 

Date of Incorporation 

2018年11月23日

 

November 23, 2018 

注册地址

 

Registered Address 

北京市朝阳区望京街10号院2号楼10层1001内03室

 

Room 03, 1001, 10/F, Building 2, No.10 Wangjing Street, Chaoyang District, Beijing 

认缴资本

 

Subscribed Capital 

RMB¥3,000,000

股东

 

Shareholder 

深圳科卫机器人科技有限公司认缴100%出资

 

Shenzhen Kewei Robot Technology Co., Limited holds 100% subscribed capital 

法定代表人

 

Legal Representative 

贾林

 

Lin Jia 

  

2.重庆科卫机器人技术有限公司

 

2.Chongqing Kewei Robot Technology Limited

  

公司名称

 

Company Name 

重庆科卫机器人技术有限公司

 

Chongqing Kewei Robot Technology Limited 

公司注册编号

 

Company No. 

91500107MA608N8B5W

注册地

 

Place of Incorporation 

中国重庆

 

Chongqing, China 

注册日期

 

Date of Incorporation 

2019年1月29日

 

January 29, 2019 

注册地址

 

Registered Address 

重庆市九龙坡区杨正街68号2幢1503

 

1503, Building 2, No.68 Yangzheng Street, Jiulongpo District, Chongqing 

认缴资本

 

Subscribed Capital 

RMB¥3,000,000

股东

 

Shareholder 

深圳科卫机器人科技有限公司认缴100%出资

 

Shenzhen Kewei Robot Technology Co., Limited holds 100% subscribed capital 

法定代表人

 

Legal Representative 

贾林

 

Lin Jia 

 

-28-

 

 

3.海南科卫机器人科技有限公司

 

3.Hainan Kewei Robot Technology Limited

  

公司名称

 

Company Name 

海南科卫机器人科技有限公司

 

Hainan Kewei Robot Technology Limited 

公司注册编号

 

Company No. 

91460000MA5TMAJU6U

注册地

 

Place of Incorporation 

中国海口

 

Haikou, China 

注册日期

 

Date of Incorporation 

2020年8月14日

 

August 14, 2020 

注册地址

 

Registered Address 

海南省海口市龙华区金贸街道海滨大道117号海南滨海国际金融中心B座1603

 

1603, Block B, Hainan Binhai International Finance Center, No. 117, Binhai Avenue, Jinmao Street, Longhua District, Haikou City, Hainan Province 

认缴资本

 

Subscribed Capital 

RMB¥3,000,000

股东

 

Shareholder 

深圳科卫机器人科技有限公司认缴100%出资

 

Shenzhen Kewei Robot Technology Co., Limited holds 100% subscribed capital 

法定代表人

 

Legal Representative 

贾林

 

Lin Jia 

 

4.天津科卫机器人科技有限公司

 

4.Tianjin Kewei Robot Technology Limited

  

公司名称

 

Company Name 

天津科卫机器人科技有限公司

 

Tianjin Kewei Robot Technology Limited 

公司注册编号

 

Company No. 

91120101MA074Y2M04

注册地

 

Place of Incorporation 

中国天津

 

TianJin, China 

注册日期

 

Date of Incorporation 

2020年9月18日

 

September 18, 2020 

注册地址

 

Registered Address 

天津市和平区南营门街道南京路与贵阳路交口东南侧环贸商务中心-2-2903

 

Huanmao Business Center-2-2903, southeast of the intersection of Nanjing Road and Guiyang Road, Nanyingmen Street, Heping District, Tianjin 

认缴资本

 

Subscribed Capital 

RMB¥3,000,000

股东

 

Shareholder 

深圳科卫机器人科技有限公司认缴100%出资

 

Shenzhen Kewei Robot Technology Co., Limited holds 100% subscribed capital 

法定代表人

 

Legal Representative 

贾林

 

Lin Jia 

 

-29-

 

 

5.广西科卫机器人科技有限公司

 

5.Guangxi Kewei Robot Technology Limited

 

公司名称

 

Company Name

 

广西科卫机器人科技有限公司

 

Guangxi Kewei Robot Technology Limited

 

公司注册编号

 

Company No.

 

91450108MA5PX6GC5U

注册地

 

Place of Incorporation 

中国南宁

 

Nanning, China 

注册日期

 

Date of Incorporation 

2020年9月23日

 

September 23, 2020 

注册地址

 

Registered Address 

中国(广西)自由贸易试验区南宁片区五象大道403号富雅国际金融中心G1栋二十五层2508号

 

No. 2508, 25th Floor, Building G1, Fuya International Financial Center, No. 403 Wuxiang Avenue, Nanning Pilot Free Trade Zone, China (Guangxi) 

认缴资本

 

Subscribed Capital

 

RMB¥3,000,000

股东

 

Shareholder 

深圳科卫机器人科技有限公司认缴100%出资

 

Shenzhen Kewei Robot Technology Co., Limited holds 100% subscribed capital 

法定代表人

 

Legal Representative 

贾林

 

Lin Jia 

 

6.福州科卫机器人科技有限公司

 

6.Fuzhou Kewei Robot Technology Limited

  

公司名称

 

Company Name 

福州科卫机器人科技有限公司

 

Fuzhou Kewei Robot Technology Limited 

公司注册编号

 

Company No. 

91350103MA3506Q92J

注册地

 

Place of Incorporation 

中国福州

 

Fuzhou, China 

注册日期

 

Date of Incorporation 

2020年11月3日

 

November 3, 2020 

注册地址

 

Registered Address 

福建省福州市台江区鳌峰街道光明南路1号升龙大厦办公主楼7层10单元

 

Unit 10, 7F, Office Main Building, Shenglong Building, No.1 Guangming South Road, Aofeng Street, Taijiang District, Fuzhou City, Fujian Province 

认缴资本

 

Subscribed Capital 

RMB¥3,000,000

股东

 

Shareholder 

深圳科卫机器人科技有限公司认缴100%出资

 

Shenzhen Kewei Robot Technology Co., Limited holds 100% subscribed capital 

法定代表人

 

Legal Representative 

贾林

 

Lin Jia 

 

-30-

 

 

7.上海南晓科卫智能科技有限公司

 

7.Shanghai Nanxiao Kewei Intelligent Technology Limited

 

公司名称

 

Company Name 

上海南晓科卫智能科技有限公司

 

Shanghai Nanxiao Kewei Intelligent Technology Limited 

公司注册编号

 

Company No. 

1310114MA1GW1EE47

注册地

 

Place of Incorporation 

中国上海

 

Shanghai, China 

注册日期

 

Date of Incorporation 

2018年11月13日

 

November 13, 2018 

注册地址

 

Registered Address 

上海市嘉定区真新街道金沙江路3131号5幢JT1105室

 

Room JT1105, Building 5, No.3131 Jinshajiang Road, Zhenxin Street, Jiading District, Shanghai 

认缴资本

 

Subscribed Capital 

MB¥5,000,000

股东

 

Shareholder

 

截至本协议签署日,深圳科卫及上海科卫均确认深圳科卫是上海科卫100%股份的实益拥有人。深圳科卫经登记的认缴出资比例为77.97%;并且,上海科卫剩余22.03%股份:史立(认缴9.03%出资)、李惠英(认缴2%出资)、西藏瑞东鹰鸟投资合伙企业(有限合伙)(认缴1%出资)已分别签署股权转让协议以及股东上海伍铭钰慧管理咨询合伙企业(有限合伙)(持股比例10%)已由其执行事务合伙人熊预国代表其签署(因上海新冠疫情原因上海伍铭钰慧管理咨询合伙企业(有限合伙)暂未能用印)股权转让协议,将上海科卫的剩余共计22.03%股份转让给深圳科卫(因上海新冠疫情原因暂未能完成剩余22.03%股份相关的转股登记)。 

 

As of the date of this Agreement, both Shenzhen Kewei and the Company have confirmed that the Shenzhen Kewei beneficially owns 100% of the subscribed capital of the Company. Shenzhen Kewei directly holds (registered) 77.97% shares of Shanghai Kewei; In addition, the remaining 22.03% shares of Shanghai Kewei: Shi Li (shareholding ratio 9.03%) , Li Huiying (shareholding ratio 2%) and Tibet Ruidong Yingniao Investment Partnership (Limited Partnership) (shareholding ratio 1%) have signed the share transfer agreements respectively, and Shanghai Wuming Yuhui Management Consulting Partnership (Limited Partnership) (shareholding ratio 10%) has been signed the share transfer agreement by its managing partner Xiong Yuguo on its behalf (due to the epidemic situation of novel coronavirus in Shanghai, Shanghai Wuming Yuhui Management Consulting Partnership (Limited Partnership) has not been able to use the seal), by which the aforementioned four parties transferred the remaining total 22.03% shares of Shanghai Kewei to the Vendor (due to the epidemic situation of novel coronavirus in Shanghai, the Company has not been able to complete the registration of the relevant transfer of shares). 

法定代表人

 

Legal Representative 

徐尚鹏

 

Xu Shangpeng 

 

-31-

 

 

附表 2 

SCHEDULE II

  

卖方的保证 

WARRANTIES OF THE VENDOR 

 

卖方特此向买方陈述和保证,在本附表2 中列出的或本协议中以其他方式包含的所有陈述,在本协议日期时及截至交割日时存在的事实是真实且准确的。

 

The Vendor hereby represents and warrants to the Purchasers that all representations and statements set out in this Schedule II or otherwise contained in this Agreement are and will be true and accurate as at the date hereof and as of the date of Completion with reference to the facts and circumstances subsisting at such time.

 

1.综述General

 

1.1卖方已获所有必要的同意和批准,以签署本协议并行使其权利和履行其在本协议项下的义务。

 

1.1The Vendor has full power and authority, and has obtained all necessary consents and approvals, to enter into this Agreement and to exercise his rights and perform his obligations hereunder.

 

1.2卖方对本协议的执行、交付和履行在任何方面都不会且不应违反以下任何规定:

 

(A)中国的任何政府当局、机构或法院的任何法律或法规或任何命令或法令;

 

(B)卖方的注册性文件;或者

 

(C)卖方或公司为一方或对其或其任何资产具有约束力的任何协议或其他承诺。

 

1.2The execution, delivery and performance of this Agreement by the Vendor does not and shall not violate in any respect any provision of:

 

(A)any law or regulation or any order or decree of any governmental authority, agency or court of China;

 

-32-

 

 

(B)the laws and documents incorporating and constituting the Vendor; or

 

(C)any agreement or other undertaking to which the Vendor or the Companies is a party or which is binding upon it or any of its assets.

 

1.3由或代表卖方或公司提供给买方或其任何代表的所有信息在提供时和在本协议日期在所有方面都是真实、完整和准确的。

 

1.3All information given by or on behalf of the Vendor or the Companies to the Purchasers or any of their representatives was when given and is at the date of this Agreement true, complete and accurate in all respects.

 

1.4未与任何第三方签署任何形式的法律文件、或采取任何其他方式对出售股份及/或公司的资产和信誉进行任何未经买方书面确认的处置,该处置包括但不限于转让、委托管理、让渡附属于公司的全部或部分权利。

 

1.4No legal document of any kind has been signed with any third party or any other disposition has been made of the Sale Shares and/or the assets and creditworthiness of the Companies without the written confirmation of the Purchasers, such disposition including but not limited to the transfer, delegation of management, assignment of all or part of the rights attached to the Companies.

 

2.出售股份SALE SHARES

 

2.1出售股份占公司已认缴股本的100%。

 

2.1The Sale Shares represent 100% of the subscribed share capital of the Companies.

 

2.2出售股份由卖方合法实益拥有,不存在任何性质的任何留置权、索赔、股权、费用、产权负担或第三方权利负担。

 

2.2The Sale Shares are legally and beneficially owned by the Vendor free from all liens, claims, equities, charges, encumbrances or third-party rights of whatsoever nature.

 

-33-

 

 

2.3出售股份不存在任何尚未行使的期权、认股权证或其他证券,或者可转换为或可交换为或可行使为公司的任何股本或其他股权或投票权的认购权、优先权或其他权利,也不存在与公司有关的“虚拟股票”权利、股票增值权或其他类似权利。

 

2.3There are no outstanding options, warrants or other securities or subscription, preemptive or other rights convertible into or exchangeable or exercisable for any shares of capital stock or other equity or voting interests of the Companies and there are no “phantom stock” rights, stock appreciation rights or other similar rights with respect to the Companies.

 

2.4出售股份符合中国法律规定的可转让条件,公司的章程、股东会决议、董事会决议、签署的合同文件及其他法律文件中不存在对出售股份转让进行限制的内容。

 

2.4The Sale Shares comply with the conditions of transferability under law of China, and there are no restrictions on the transfer of the Sale Shares in the Companies’ articles of association, resolutions of shareholders' meetings, resolutions of the board of directors, signed contractual documents and any other legal documents.

 

3.合法COMPLIANCE WITH LAWS

 

3.1公司已经并且仍然按照中国所有适用的法律法规有效地注册或成立,并且没有实施任何犯罪、非法或非法行为。不存在任何现存的或潜在的被注销、吊销、解散、清算等的事实或风险,且不存在任何卖方向买方披露之外的影响公司可持续经营的事实或风险。

 

3.1The Companies have been and remain validly incorporated or established in accordance with all applicable laws and regulations of China and have not committed any criminal, illegal or unlawful act.

 

3.2公司认缴的所有股份、债权证或其他证券仍然有效。

 

3.1All shares, debentures or other securities issued or allotted by the Companies have been and remain validly issued or allotted.

 

3.3截至本协议签署日,不存在因卖方及公司的行为而造成公司经营权利、政府许可、批准等授权性文件失效的潜在情形或其他任何影响公司经营权合法存续的瑕疵。

 

3.3As of the date of this Agreement, there are no potential situations where the Companies’ operating rights, governmental permits, approvals and other authorizing documents are invalidated or any other defects that affect the legal survival of the Companies’ operating rights due to the actions of the Vendor and the Companies.

 

-34-

 

 

4.税收TAXATION

 

4.1公司已遵守与税务登记或通知有关的所有相关法律要求。

 

4.1The Companies have complied with all relevant legal requirements relating to registration or notification for Taxation purposes.

 

4.2公司所有必要的税款都已支付,而且据卖方和公司所知,没有针对任何一家公司的审计正在进行。

 

4.2All required taxes of the Companies have been paid, and to the Vendor's and Companies' knowledge there is no audit pending against any of the Companies.

 

5.诉讼LITIGATION

 

5.1除已向买方披露的情况外,公司不是任何诉讼、仲裁、起诉、争议、调查或任何其他法律或合同程序的一方。

 

5.1Except as disclosed to Purchasers, none of the Companies is a party to any action, arbitration, suit, dispute, investigation or any other legal or contractual proceeding.

 

5.2公司没有受到威胁或正在进行诉讼的程序,也没有针对公司或公司可能承担转承责任的任何人的程序。

 

5.2No proceedings are threatened or pending either by or against the Companies against any person for whose acts or defaults the Companies may be vicariously liable.

 

6.交割前的业务经营BUSINESS OPERATION PRIOR TO COMPLETION

 

6.1公司以正常方式开展业务,以保持持续经营。

 

6.1The Companies has carried on its business in the ordinary course, including so as to maintain the same as a going concern.

 

-35-

 

 

7.合同及承诺CONTRACTS AND COMMITMENTS

 

7.1公司没有违反其作为一方的任何契据、协议、合同或承诺,也没有就其作为一方的任何先前的契约、协议或承诺承担未决责任。

 

7.1None of the Companies is in breach of any deed, agreement, contract or undertaking to which it is a party, nor does it have any outstanding actual or contingent liability in respect of any previous deeds, agreements or undertakings to which it is or has been a party.

 

8.清偿能力SOLVENCY

 

8.1公司具有偿付能力,能够在债务到期时偿还债务,且公司总资产高于总负债。

 

8.1Each of the Companies is solvent and able to pay its debts as they fall due and has assets of greater value than its liabilities.

 

8.2没有就公司清盘发出命令或提出请愿书或通过决议,也没有对公司施加任何压力、执行或其他程序或采取行动收回公司拥有的财产。

 

8.2No order has been made or petition presented or resolution passed for the winding up of the Companies, nor has any distress, execution or other process been levied against the Companies or action taken to repossess goods in the possession of the Companies.

 

9.保密性CONFIDENTIAL INFORMATION

 

9.1卖方或公司未发现任何滥用属于第三方的机密信息的情况。

 

9.1None of the Vendor or the Companies is aware of any misuse of confidential information belonging to a third party.

 

9.2没有向任何第三方披露公司的机密信息。

 

9.2There has not been any disclosure of Companies’ confidential information to any third party.

 

 

-35-

 

Exhibit 10.12

 

深圳市熠安科技有限公司

Shenzhen Yeantec Co., Limited

 

And

 

卫安智能有限公司

Guardforce AI Co., Limited

卫安智能机器人服务(深圳)有限公司

Guardforce AI Robot Service (Shenzhen) Co., Limited

 

 

 

 

买卖协议

Sale and Purchase Agreement

关于

relating to

北京万家安全系统有限公司的股份

Shares of Beijing Wanjia Security System Limited

 

 

  

 

 

 

目录

 

1. 定义DEFINITIONS 3
2. 买卖股份SALE AND PURCHASE OF SHARES 7
3. 商业行为CONDUCT OF BUSINESS 8
4. 知识产权INTELLECTUAL PROPERTY RIGHT 10
5. 交割COMPLETION 11
6. 陈述、保证与承诺REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS 13
7. 交割后事项POST-COMPLETION MATTERS 16
8. 可分割性SEVERABILITY 16
9. 不弃权NO WAIVER 17
10. 完整性ENTIRE AGREEMENT 17
11. 保密CONFIDENTIALITY 18
12. 成本和费用COSTS AND EXPENSES 18
13. 成立及生效ESTABLISHMENT AND ENTRY INTO FORCE 19
14. 协议的终止TERMINATION OF AGREEMENT 19
15. 违约责任LIABILITY FOR BREACH OF CONTRACT 21
16. 法律适用及争议解决GOVERNING LAW AND DISPUTE RESOLUTION 23
17. 通知NOTICES 23
18. 其他MISCELLANEOUS 25
19. 附件及附表ANNEXES AND SCHEDULES 26
附表 1 28
SCHEDULE Ⅰ 28
附表 2 29
SCHEDULE Ⅱ 29

 

 

 

 

本协议(“协议”)于 2022 年5月24日由下列各方订立:

THIS AGREEMENT (“AGREEMENT”) is made on the date of May 24,2022

 

(1)深圳市熠安科技有限公司,根据中国法律成立,位于中国深圳市福田区福田街道岗厦社区彩田路3069号星河世纪A栋2003N(下称“卖方”);

 

(1)Shenzhen Yeantec Co., Limited, incorporated under the laws of China,located at 2003N, Building A, Xinghe Century, No.3069 Caitian Road, Gangxia Community, Futian Street, Futian District, Shenzhen China (hereinafter referred to as “Vendor”);

 

(2)卫安智能有限公司,根据开曼群岛法律成立,位于Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands(下称“买方1”);

 

(2)Guardforce AI Co., Limited, incorporated under the laws of the Cayman Islands, located at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands (hereinafter referred to as “Purchaser Ⅰ”);

 

(3)卫安智能机器人服务(深圳)有限公司,根据中国法律成立,位于中国深圳市南山区南头街道大汪山社区桃园东路1号西海明珠花园F座2016-3(下称“买方2”,买方1、买方2统称为“买方”);和

 

(3)Guardforce AI Robot Service (Shenzhen) Co., Limited, incorporated under the laws of China, located at 2016-3, Block F, West Ocean Pearl Garden, No. 1 Taoyuan East Road, Dawangshan Community, Nantou Street, Nantou District, Shenzhen, China (hereinafter referred to as "Purchaser Ⅱ", Purchaser Ⅰ and Purchaser Ⅱ collectively referred to as the “Purchasers”); and

 

(4)北京万家安全系统有限公司,根据中国法律成立,位于北京市东城区青龙胡同甲1号、3号2幢4层407-05号(下称“公司”)。

 

(4)Beijing Wanjia Security System Limited, incorporated under the laws of China, located at No. 407-05, 4/F, Building 2, No. 1 and 3, Qinglong Hutong A, Dongcheng District, Beijing, China (hereinafter referred to as the “Company”)

 

-1-

 

 

鉴于:

WHEREAS:

 

(A)买方2是买方1的间接全资控股子公司。买方1拟通过买方2或买方1指定的其他关联方购买公司的100%已认缴股本。

 

(A)Purchaser Ⅱ is an indirect wholly-owned subsidiary of Purchaser Ⅰ, and Purchaser Ⅰ intends to purchase 100% of the Company's subscribed share capital through Purchaser Ⅱ or other related party designated by Purchaser Ⅰ.

 

(B)截至本协议签署日,公司的已认缴股本为RMB¥30,000,000。

 

(B)As of the date of this Agreement, the Company has a subscribed share capital of RMB¥30,000,000.

 

(C)截至本协议签署日,卖方合法直接持有公司的100%已认缴股本。卖方同意出售至买方,且买方同意购买公司的 100% 已认缴股本(下称“出售股份”)。

 

(C)As of the date of this Agreement, the Vendor legally and directly holds 100% of the subscribed share capital of the Company. The Vendor agrees to sell to the Purchasers, and the Purchasers agrees to purchase 100% of the subscribed share capital of the Company (hereinafter referred to as the “Sale Shares”).

 

(D)截至本协议签署日,卖方是出售股份的经登记的实益拥有人。

 

(D)As of the date of this Agreement, the Vendor is the registered and beneficial owner of the Sale Shares.

 

(E)各方同意根据下述条款签署本协议。

 

(E)The parties hereto agree to sign this Agreement on the terms and conditions hereinafter appearing.

 

-2-

 

 

现特此达成协议如下:

 

NOW IT IS HEREBY AGREED as follows:

 

1.定义DEFINITIONS

 

1.1在本协议中,除非另有说明或上下文另有要求,否则以下表述应具有与其相对应的含义:

 

1.1As used in this Agreement,unless otherwise expressed or required by context, the following expressions shall have the respective meanings set opposite thereto, as follows:

 

表述

 

Expression

 

定义

 

Meaning

 

“本协议”

 

Agreement

 

买方与卖方及公司于2022年5月24日就本次收购签署的《股份买卖协议》(含该协议现时及未来的附表和附件)以及对该等协议的不时修订、增加、补充和调整。

 

Share Sale and Purchase Agreement dated May 24, 2022, between the Purchasers and the Vendor and the Company in connection with the Acquisition (including the schedules and attachments thereto now and in the future) and the amendments, additions, supplements and adjustments thereto from time to time

 

“公司”

 

“Company”

 

北京万家安全系统有限公司, 详见附表1。

 

Beijing Wanjia Security System Co., Limited ,whose particulars are set out in Schedule 1

 

“各方”

 

“Parties”

 

买方、卖方和公司的合称。

 

The Purchasers, the Vendor and the Company collectively.

 

“收购”

 

“Acquisition”

 

买方/卖方根据本协议的交易安排,购买/出售公司100%已认缴股本,实现买方对公司的控制及管理。

 

Pursuant to this Agreement, the Purchasers/Vendor purchase/sells 100% of the subscribed share capital of the Company and realize the control and management of the Company by the Purchasers.

 

“出售股份”

 

“Sale Shares”

 

拟出售给买方的,相等于卖方实益拥有公司认缴股本100%的股份。

 

Shares equal to 100% of the subscribed share capital of the Companies beneficially owned by the Vendor to be sold to the Purchasers.

 

“交割”

 

“Completion”

 

买方和卖方将于交割日当天完成对出售股份的交割。

 

Completion of the sale and purchase of the Sale Shares which is to be effected on the Completion Date

 

 

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“交割日”

 

“Completion Date”

 

买方和卖方完成相互送达本协议第5.1条约定的全部条件的交割文件(通过邮件、常规信件或其他由买方和卖方同意的送达方式)当天(直至最后一项文件完成送达或弃权),或由买方和卖方一致同意的另一天。

 

the day on which the Purchasers and the Vendor complete the reciprocal delivery of closing documents (by electronic mail, regular mail or any other means mutually agreed upon by the Purchasers and the Vendor) required by Article 5.1 of the Agreement (until the last document is satisfied or waived in accordance with this Agreement), or any other date as the Purchasers and the Vendor may mutually determine

 

“或有负债”

 

“Contingent Liability”

 

公司交割日前的各种原因引起的在公司交割日后,应由公司承担的各种债务或义务。包括但不限于卖方未列入公司账目的负债,或虽列入公司账目,但公司承担的债务大于公司账目列明的数额的部分

 

All debts or obligations arising from various causes prior to the Completion Date that are due to the Company after the Completion Date of the Company. including, but not limited to, liabilities that are not included in the Company's accounts by the Vendor, or that are included in the Company's accounts, but for which the Company assumes a liability greater than the amount stated in the Company's accounts

 

“工作日”

 

“Business Day”

 

香港上海汇丰银行有限公司于星期六、星期日或公众假期以外的在香港营业的任何日期。

 

Any day other than a Saturday, Sunday or public holiday on which The Hong Kong and Shanghai Banking Corporation Limited is open for business in Hong Kong.

 

 

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“HK$”

港元

 

Hong Kong Dollar

 

“RMB¥”

人民币元

 

Ren Min Bi Yuan

 

“US$”

美元

 

United States Dollar

 

“香港”

 

“Hong Kong”

 

香港特别行政区

 

The Hong Kong Special Administrative Region

 

“中国”

 

“China”

 

中华人民共和国

 

The People’s Republic of China

 

 

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1.2释义

 

(A)条款、附件、附表:如提及本协议,应包括本协议的任何附件、附表及本协议的完整协议;如提及条款、附表和附件,应指本协议(完整协议)的条款、附表和附件。

 

(B)标题:本协议的各级标题仅为方便阅读而设,标题不影响对本协议内容的解释,本协议具体权利义务的界定及解释,以条款中所述具体内容为准。

 

(C)日期:除本协议另有约定外,本协议约定的履行日或履行期间的最后一日为非工作日的,以该等非工作日后的第一个工作日作为履行日或履行期间的最后一日。

 

(D)时间:本协议中如提及时间,均指北京时间。

 

1.2Interpretation

 

(A)Terms, Annexes, Schedules: References to this Agreement shall include any attachments, schedules and the entire agreement hereto, and references to terms, schedules and attachments shall mean the terms, schedules and attachments to this Agreement (the entire agreement).

 

(B)Title: The titles of all levels of this Agreement are for convenience of reading only, and the titles do not affect the interpretation of the contents of this Agreement, and the specific rights and obligations of this Agreement shall be defined and interpreted in accordance with the specific contents stated in the terms and conditions.

 

(C)Date: Unless otherwise agreed herein, if the last day of the performance date or performance period agreed herein is a non-business day, the first business day following such non-business day shall be the last day of the performance date or performance period.

 

(D)Time: All references to time in this Agreement are to Beijing time.

 

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2.买卖股份SALE AND PURCHASE OF SHARES

 

2.1根据本协议条款,卖方作为出售股份的实益拥有人,特此同意出售,且买方特此同意以购买价格购买出售股份,出售股份不附带任何期权、留置权、额外的权利负担或第三方权利负担。

 

2.1Subject to the terms and conditions of this Agreement, the Vendor as beneficial owner hereby agrees to sell and the Purchasers hereby agrees to purchase at the Purchase Price the Sale Shares free from any and all options, liens, charges and encumbrances or third-party rights of whatsoever nature.

 

2.2出售股份的权益包括:以股东身份对公司行使控制权、决策权、经营权、管理权等权利;对公司全部(现有及潜在)有形资产、无形资产、经营权利等财产权益享有的股东利益。出售股份所对应公司的资产和权益范围,既包括公司财务记录中体现的资产和权益,也包括虽未在公司财务记录中体现的但在登记上或实质上属于公司的一切资产和权益。

 

2.2The interests in the Sale Shares include: the right to exercise control, decision-making, management and administration rights over the Company as a shareholder; the shareholders' interest in all (existing and potential) tangible assets, intangible assets, operating rights and other property interests of the Company. The scope of assets and interests of the Company corresponding to the Sale Shares includes both assets and interests reflected in the Company’s financial records and all assets and interests that are not reflected in the Company’s financial records but belong to the company in registration or in substance.

 

2.3根据公司未来五年(2022年至2026年)预计平均营收估值的1倍,经协商一致,买方和卖方同意出售股份的购买价格总共为8,400,000美元(“购买价格”),将由买方1交付给卖方(i)等额为购买价格10% 的现金(“现金对价”)以及(ii)等额为购买价格90%的买方1的限制性普通股(“对价股”)。卫安智能有限公司目前在美国纳斯达克市场交易,代码为“GFAI”。就本协议而言,卫安智能有限公司每股单价为2美元。

 

2.3Based on one time the estimated average revenue valuation of the Company for the next five years (2022 to 2026), the Purchasers and the Vendor have agreed by consensus that the purchase price for the Sale Shares shall be the total amount of US$8,400,000 (“Purchase Price”), to be paid by Purchaser Ⅰ to Vendor comprised of (i) 10% of the Purchase Price to be paid in the form of cash (“Cash Amount”) and (ii) 90% of the Purchase Price to be paid in the form of restricted ordinary shares of Purchaser I (“Consideration Shares”). Guardforce AI Co., Limited is presently listed on the US Nasdaq Markets under the symbol “GFAI”. For purposes of this Agreement, each share of Guardforce AI Co., Limited is valued at US$2.

 

2.4各方确认,在本协议签署前,买方1已向卖方支付等额为购买价格10%的现金作为本次收购的预付金。该预付金按如下方法处理:

 

(A)按照本协议的约定交割的,在交割日该预付金抵作现金对价,视为买方1完成本协议现金对价的交付;

 

(B)因任何原因,如最终交割条件未能成就导致不能交割的,卖方向买方1返还其已支付的全部预付金。

 

担保上述约定的返还预付金义务的履行,卖方已将出售股份质押给买方提供质押担保。

 

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2.4The Parties acknowledge that prior to the signing of this Agreement, Purchase Ⅰ has paid to Vendor an amount which equals to 10% of the Purchase Price in cash as a prepayment for the Acquisition. Such prepayment shall be treated as follows:

 

(A)If the Completion is made in accordance with this Agreement, such prepayment shall be credited as Cash Amount on the Completion date and shall be deemed to be the completion of Cash Amount hereunder by Purchaser Ⅰ.

 

(B)If, for any reason, the conditions for Completion are not fulfilled resulting in Completion cannot take place eventually, the Vendor shall return to the PurchaserⅠall the prepayments it has made.

 

In order to guarantee the performance of the above agreed obligation to return the prepayment, the Vendor has pledged the Sale Shares to the Purchasers to provide pledge security.

 

3.商业行为CONDUCT OF BUSINESS

 

3.1由本协议日期起至交割日止,公司应(并且卖方应促使公司):

 

(A)在正常业务过程中经营卖方及公司的业务;

 

(B)保持卖方及公司的所有财产处于良好状态;

 

(C)保护且持续发展卖方及公司的业务、员工、客户、资产及运营。

 

 

3.1Between the date hereof and until the Completion Date, the Company shall (and the Vendor shall cause the Company to):

 

(A)operate the Vendor’s and the Company’s business in the ordinary course of business; and

 

(B)maintain all properties of the Vendor and the Company in good working order; and

 

(C)maintain the Vendor’s and the Company’s business and employees, customers, assets and operations as an ongoing concern.

 

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3.2卖方和公司共同保证,由本协议日期起至交割日止,未经买方同意,公司不得从事下述事项,但为履行本次收购项下约定的相关义务除外:

 

(A)不得终止、改变、减少目前的业务;
(B)不得增加正常经营业务以外的经营及/或投融资活动;
(C)不得进行任何正常经营业务以外的资产添置或处理等活动;
(D)不得提供任何形式的担保;
(E)不得进行任何形式的分红;
(F)不得进行正常经营业务以外的人事调整以及薪酬调整;
(G)不得做出任何与公司正常经营管理活动无关的关联方交易及/或资金往来;
(H)不得擅自增加公司员工;
(I)不得转让或许可任何第三方使用公司拥有的知识产权;
(J)不得承担正常经营业务以外的债务;
(K)不得改变或增加任何福利计划;
(L)不得对公司资产设置抵押、质押、留置等权利限制;
(M)不得改变税收/会计方法;
(N)不得实施其他影响公司正常经营、资产完整及净资产的非经营性行为。

 

3.2The Vendor and the Company jointly warrant that, from the date of this Agreement until the Closing Date, the Company shall not, without the consent of the Purchasers, do any of the following, except for the purpose of fulfilling the relevant obligations agreed to under this Acquisition:
   
(A)Shall not terminate, change or reduce the Company’s current business;
(B)Shall not increase the Company’s business and/or investment and financing activities outside of its normal business operations;
(C)Shall not carry out any activities such as acquisition or disposal of assets other than normal business operations;
(D)Shall not provide any form of guarantee;
(E)Shall not make any form of dividend;
(F)No personnel adjustment or salary adjustment outside of the normal course of business;
(G)Shall not make any related party transactions and/or financial exchanges that are not related to the normal business management activities of the Company;
(H)No unauthorized increase in the number of employees of the Company;
(I)Shall not transfer or license any third party to use the intellectual property owned by the Company;
(J)Shall not take on additional debt;
(K)Shall not change or add any benefit plans;
(L)Shall not place a mortgage, pledge, lien or other restriction on the rights of the Company’s assets;
(M)Shall change tax/accounting methods;
(N)No other abnormal operating acts that affect the normal operation, asset integrity and net assets of the Company.

 

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3.3如果卖方或公司违反了本协议第3.1、3.2条款的有关规定,造成公司损失的,由卖方向公司补偿公司遭受的损失及按同期全国银行间同业拆借中心贷款市场报价利率(LPR)计算的补偿金。

 

3.3If the Vendor or the Company violates the relevant provisions of Article 3.1 or Article 3.2 of this Agreement and causes losses to the Company, the Vendor shall compensate the Company for the losses suffered by the Company and the compensation calculated at the Loan Market Quotation Rates (LPR) of the National Interbank Funding Center for the same period.

 

4.知识产权INTELLECTUAL PROPERTY RIGHT

 

4.1至本协议签署日,公司已经拥有的/正在注册的/被授权使用的知识产权(包括但不限于任何商标、版权和专利),卖方及公司应于交割日将该等知识产权的全部权利、证书及文件移交给买方,并在本协议签署日后不得转让或授权第三方使用前述知识产权。

 

4.1For the intellectual property rights (including but not limited to any trademarks, copyrights and patents) that the Company has owned/is registering/is licensed to use as of the date of this Agreement, the Vendor and the Company shall transfer all rights, certificates and documents with respect to such Intellectual Property Rights to the Purchasers on the Completion Date, and shall not transfer or authorize a third party to use the aforesaid intellectual property rights after the date of this Agreement.

 

4.2如本协议第4.1条所述的知识产权存在权利限制(包括但不限于质押、协议担保、授权第三方使用等),该等限制应于交割日前全部解除。

 

4.2If there are restrictions (including but not limited to pledge, agreement guarantee, authorization for third party use, etc.) on the rights of the Intellectual Property Rights as described in Article 4.1 of this Agreement, such restrictions shall be fully released before the Completion Date.

 

4.3交割日后,买方拥有并且有权使用以公司名义注册的知识产权;卖方及其关联方未经买方同意不得继续使用该等知识产权或者利用该等知识产权获取利益。对于因违反本约定而给买方或公司造成的任何损失,卖方应向买方作出赔偿。

 

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4.3After the Completion Date, the Purchasers shall own and have the right to use the intellectual property rights registered in the name of the Company and the Vendor and its affiliates shall not continue to use such intellectual property rights or obtain benefits from such intellectual property rights without the consent of the Purchasers. The Vendor shall compensate Purchasers for any damage caused to the Purchasers or the Company as a result of any breach of this provision.