Washington, D.C. 20549
(Name, Telephone, E-mail and/or Facsimile
Number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section
12(b) of the Act:
Securities registered or to be registered pursuant to Section
12(g) of the Act:
Securities for which there is a reporting obligation pursuant
to Section 15(d) of the Act:
The registrant had 17,660,356 ordinary
shares issued and outstanding as of December 31, 2013.
Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act.
If this report is an annual or transition report, indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934.
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files).
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer”
in Rule 12b-2 of the Exchange Act.
Indicate by check mark which basis of accounting the registrant
has used to prepare the financial statements included in this filing:
If “Other” has been checked in response to the
previous question, indicate by check mark which financial statement item the registrant has elected to follow.
If this is an Annual Report, indicate by check mark whether
the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
This Annual Report contains “forward-looking statements”
that represent our beliefs, projections and predictions about future events. All statements other than statements of historical
fact are “forward-looking statements,” including any projections of financial items, any statements of the plans,
strategies and objectives of management for future operations, any statements concerning proposed new projects or other developments,
any statements regarding future economic conditions or performance, any statements of management’s beliefs, goals, strategies,
intentions and objectives, and any statements of assumptions underlying any of the foregoing. These forward-looking statements
are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Words such
as “may,” “will,” “should,” “could,” “would,” “predicts,”
“potential,” “continue,” “expects,” “anticipates,” “future,” “intends,”
“plans,” “believes,” “estimates” and similar expressions, as well as statements in the future
tense, identify forward-looking statements.
These statements are subjective. Therefore, they involve known
and unknown risks.
They are based largely on our current expectations and projections
about future events and financial trends, uncertainties and other important factors that could cause our actual results, performance
or achievements, or industry results to differ materially from any future results, performance or achievements described in or
implied by such statements. Actual results may differ materially from expected results described in our forward-looking statements,
for reasons connected with measuring future developments, including:
Forward-looking statements should not be read as a guarantee
of future performance or results. They will not necessarily be accurate indications of whether, or the times by which, our performance
or results may be achieved. Forward-looking statements are based on information available at the time those statements are made
and management’s belief as of that time regarding future events. Consequently, they are subject to risks and uncertainties
that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking
statements.
Important factors that could cause actual performance or results
to differ materially from those contained in forward-looking statements include, but are not limited to, those factors discussed
under Item 3.D. “Risk Factors” herein, including, among others:
The forward-looking statements made in this Annual Report relate
only to events or information as of the date on which the statements are made in this Annual Report. We undertake no obligation
to update any forward-looking statements to reflect events or circumstances after the date on which the statements are made or
to reflect the occurrence of unanticipated events.
Unless otherwise indicated and except where the context otherwise
requires, the following definitions are used in this Annual Report:
1. “Acquisition” means the business combination
transaction consummated on March 12, 2010, as provided by the Share Exchange Agreement, dated as of February 12, 2010, by and
among our company, Honesty Group and each of the shareholders signatory thereto, as amended by Amendment No. 1 to Share Exchange
Agreement, dated March 11, 2010;
2. “Apex” or “Apex Flourish Group
Limited” means the British Virgin Islands Company that purchased Honesty Holdings Group Limited from SGOCO in 2011, in what
is defined, depending on the context, as either the “Sale of Honesty Group” or the “Acquisition;”
3. “Beijing SGOCO” means Beijing SGOCO
Image Technology Co., Ltd., a company with limited liability incorporated in China and a wholly owned subsidiary of SGOCO International;
4. “Guancheng” means Guancheng (Fujian)
Electron Technological Co. Limited, a company with limited liability incorporated in China and a wholly owned subsidiary of Honesty
Group;
5. “Guanke” means Guanke (Fujian) Electron
Technological Industry Co. Ltd., a company with limited liability incorporated in China and a wholly owned subsidiary of Honesty
Group;
6. “Guanwei” means Guanwei (Fujian) Electron
Technological Co. Limited, a company with limited liability incorporated in China and a wholly owned subsidiary of Honesty Group;
7. “Honesty Group” means Honesty Group
Holdings Limited, a Hong Kong limited company and a former wholly owned subsidiary of SGOCO, which was acquired in the Acquisition
and was sold to Apex Flourish Group Limited in the Sale of Honesty Group transaction described below;
8. “Jinjiang Guanke” means Jinjiang Guanke
Electron Co., Ltd., a company with limited liability incorporated in China and a wholly owned subsidiary of Guanke (Fujian) Electron
Technological Industry Co. Ltd.;
9. “PRC” or “China” means
the People’s Republic of China;
10. “Sale of Honesty Group” means the
transaction consummated as provided by the Sale and Purchase Agreement dated November 15, 2011, by and between our company and
Apex Flourish Group Limited pursuant to which we sold our 100% ownership interest in Honesty Group to Apex Flourish Group Limited;
11. “SGO” means SGO Corporation, a Delaware
corporation and a wholly owned subsidiary of SGOCO International;
12. “SGOCO”, “we,” “us,”
“our,” “the company,” or “our company” means SGOCO Group, Ltd., a company organized under
the laws of the Cayman Islands, and its consolidated subsidiaries. SGOCO Group, Ltd. was previously named SGOCO Technology, Ltd.,
and prior to the Acquisition described below; our predecessor was named Hambrecht Asia Acquisition Corp;
13. “SGOCO (Fujian)” means SGOCO (Fujian)
Electronic Co., Ltd., a company with limited liability incorporated in China and a wholly owned subsidiary of SGOCO International;
14. “SGOCO International” means SGOCO
International (HK) Limited, a Hong Kong limited company and wholly owned subsidiary of SGOCO;
15. “SGOCO Shenzhen” means SGOCO (Shenzhen)
Technology Co., Ltd., a company with limited liability incorporated in China and a wholly owned subsidiary of SGOCO International;
16. “Tier 3 cities” means middle-scale
or prefecture level cities in China; and “Tier 4 cities” means small or county level cities in China;
17. “U.S. Dollars,” “dollars,”
“US$,” or “$” means the legal currency of the United States. “RMB” or “Renminbi”
means the legal currency of China;
18. “Shareholders”: means the owner of
the equivalent of common stock in a typical corporation organized under state and federal US law. Based on Cayman Islands’
law and our current Amended and Restated Memorandum of Association and Articles of Association we are authorized to issue ordinary
shares. Holders of our ordinary shares are referred to as “members” under Cayman Islands’ law, rather than “shareholders.”
In this Annual Report, however, references that would otherwise be to “members” are made to “shareholders,”
which term is more familiar to investors on the NASDAQ Capital Market.
PART I
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not applicable.
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not applicable.
ITEM 3. KEY INFORMATION
A. Selected Financial Data.
On March 12, 2010, we completed a share-exchange transaction
with Honesty Group and its shareholders, and Honesty Group became our wholly-owned subsidiary. The share-exchange transaction
was accounted for as a reorganization and recapitalization of Honesty Group. As a result, SGOCO’s (the legal acquirer) consolidated
financial statements were previously, in substance, those of Honesty Group (the accounting acquirer), with the assets and liabilities,
and revenues and expenses, of SGOCO being included effective from the date of the Share-Exchange Transaction. There was no gain
or loss recognized on the transaction. The historical financial statements for periods prior to March 12, 2010 are those of Honesty
Group, except that the equity section and earnings per share have been retroactively restated to reflect the reorganization and
recapitalization.
On November 15, 2011, we entered into a Sale and Purchase Agreement
to sell our 100% ownership interest in Honesty Group to Apex for $76.0 million in total consideration (referred to hereinafter
as “Sale of Honesty Group”). Honesty Group and its subsidiaries controlled our core manufacturing facility, including
the land, buildings and production equipment. The Sale of Honesty Group allowed SGOCO to transition to a “light-asset”
business model with greater flexibility and scalability and focus its operations on developing, branding, marketing and distributing
LCD/LED products in China. Honesty Group’s operations are reflected in our Fiscal Year 2011 financial statements through
November 30, 2011.
The selected consolidated statement of operations data presented
below for the years ended December 31, 2013, 2012 and 2011 and the selected consolidated balance sheet data as of December 31,
2013 and 2012 are derived from our audited consolidated financial statements included elsewhere in this Annual Report. The selected
consolidated statement of operations data for the years ended December 31, 2010 and 2009 and the selected consolidated balance
sheet data as of December 31, 2011, 2010 and 2009 are derived from our audited consolidated financial statements that have not
been included herein and were prepared according to U.S. GAAP.
Our historical operation results for any prior period are not
necessarily indicative of results to be expected in any future period. See “Key Information — Risk Factors”
included elsewhere in this Annual Report. The selected consolidated financial information for the years ended December 31, 2013,
2012 and 2011 should be read together with those consolidated financial statements and the accompanying notes and “Operating
and Financial Review and Prospects - Operating Results” included elsewhere in this Annual Report.
Consolidated Statement of Income
(In thousands of U.S. Dollars, except per share amounts)
|
|
For the Years Ended
December 31,
|
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenues
|
|
|
200,974
|
|
|
|
166,701
|
|
|
|
313,136
|
|
|
|
217,301
|
|
|
|
67,874
|
|
Cost of goods sold
|
|
|
(185,045
|
)
|
|
|
(154,221
|
)
|
|
|
(279,399
|
)
|
|
|
(184,602
|
)
|
|
|
(57,764
|
)
|
Gross profit
|
|
|
15,929
|
|
|
|
12,480
|
|
|
|
33,737
|
|
|
|
32,699
|
|
|
|
10,110
|
|
Selling expenses
|
|
|
(1,073
|
)
|
|
|
(670
|
)
|
|
|
(1,706
|
)
|
|
|
(700
|
)
|
|
|
(117
|
)
|
General and administrative expenses
|
|
|
(3,802
|
)
|
|
|
(5,322
|
)
|
|
|
(5,779
|
)
|
|
|
(6,443
|
)
|
|
|
(889
|
)
|
Total operating expenses
|
|
|
(4,875
|
)
|
|
|
(5,992
|
)
|
|
|
(7,485
|
)
|
|
|
(7,143
|
)
|
|
|
(1,006
|
)
|
Income from operations
|
|
|
11,054
|
|
|
|
6,488
|
|
|
|
26,252
|
|
|
|
25,556
|
|
|
|
9,104
|
|
Interest income
|
|
|
12
|
|
|
|
8
|
|
|
|
288
|
|
|
|
90
|
|
|
|
7
|
|
Interest expense
|
|
|
(260
|
)
|
|
|
(61
|
)
|
|
|
(2,074
|
)
|
|
|
(1,021
|
)
|
|
|
(842
|
)
|
Other income (expense), net
|
|
|
192
|
|
|
|
(130
|
)
|
|
|
(248
|
)
|
|
|
(892
|
)
|
|
|
(76
|
)
|
Change in fair value of warrant derivative liability
|
|
|
(3
|
)
|
|
|
75
|
|
|
|
925
|
|
|
|
(287
|
)
|
|
|
-
|
|
Gain from disposal of subsidiaries
|
|
|
-
|
|
|
|
-
|
|
|
|
127
|
|
|
|
-
|
|
|
|
-
|
|
Income before provision for income taxes
|
|
|
10,995
|
|
|
|
6,380
|
|
|
|
25,270
|
|
|
|
23,446
|
|
|
|
8,193
|
|
Provision for income taxes
|
|
|
(2,551
|
)
|
|
|
(2,167
|
)
|
|
|
(8,651
|
)
|
|
|
(3,514
|
)
|
|
|
(1,034
|
)
|
Net income
|
|
|
8,444
|
|
|
|
4,213
|
|
|
|
16,619
|
|
|
|
19,932
|
|
|
|
7,159
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic-ordinary share
|
|
|
0.49
|
|
|
|
0.25
|
|
|
|
1.03
|
|
|
|
2.13
|
|
|
|
0.84
|
|
Diluted-ordinary share
|
|
|
0.49
|
|
|
|
0.25
|
|
|
|
1.02
|
|
|
|
1.86
|
|
|
|
0.84
|
|
Weighted average shares used in calculating earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
17,193,189
|
|
|
|
17,059,575
|
|
|
|
16,086,598
|
|
|
|
9,354,186
|
|
|
|
8,500,000
|
|
Diluted
|
|
|
17,193,189
|
|
|
|
17,059,575
|
|
|
|
16,288,242
|
|
|
|
10,705,957
|
|
|
|
8,500,000
|
|
Consolidated Balance Sheet Data
(In thousands of U.S. Dollars, except per share amounts)
|
|
As of December 31,
|
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
|
104,735
|
|
|
|
105,647
|
|
|
|
85,201
|
|
|
|
152,621
|
|
|
|
79,473
|
|
Total liabilities
|
|
|
16,946
|
|
|
|
27,332
|
|
|
|
11,313
|
|
|
|
91,993
|
|
|
|
47,470
|
|
Total shareholders’ equity
|
|
|
87,789
|
|
|
|
78,315
|
|
|
|
73,888
|
|
|
|
60,628
|
|
|
|
32,003
|
|
B. Capitalization and Indebtedness.
Not applicable.
C. Reason for the Offer and Use of Proceeds.
Not applicable.
D. Risk Factors.
You should carefully consider all the information in this
Annual Report, including various changing regulatory, competitive, economic, political and social risks and conditions described
below, before making an investment in our ordinary shares. One or more of a combination of these risks could materially impact
our business, results of operations and financial condition. In any such case, the market price of our ordinary shares could decline,
and you may lose all or part of your investments.
Risks Relating to Our Business and Industry
Sale of Honesty Group may not produce the benefits the
Company anticipated, its transition to a “light-asset” model may take more time and the transition may not be successful
.
Honesty Group and its subsidiaries controlled our core manufacturing
facility, including the land, buildings and production equipment. On November 15, 2011, we entered into the Sale of Honesty Group
to sell our 100% ownership interest in Honesty Group to Apex for $76.0 million in total consideration. This transaction was completed.
Our intention was to transition SGOCO from a “heavy-asset” business model to a “light-asset” business
model with greater flexibility and scalability. But, we can neither guarantee the success of the transition nor predict how long
will take to complete the transition.
Following the Sale of Honesty Group, we discontinued consolidating
the financial statements of Honesty Group. If Honesty Group were to be deemed a variable interest entity under U.S. GAAP, we would
be required to consolidate its financial statements with ours. If that occurred, we may lose the benefit of the “light-asset”
model, which would substantially change our financial condition.
Pursuant to the Sale of Honesty Group, Apex assumed our obligations
to pay the remaining registration capital of $8.8 million in Guanwei and to pay the remaining balance of approximately $14.0 million
of the commitment to the Fujian Jinjiang government to invest in the Guanke Technology Park. The $8.8 million registration capital
has been paid by Apex.
As of the date of this Annual Report, we have not received
any notice related to the above-referenced unpaid commitment. Whatever risk may have existed in this area was decreased by Honesty
building two new dormitory buildings and a new factory facility in the Guanke Technology Park. But, there can be no assurance
that Chinese governmental authorities will not claim that SGOCO must pay the unpaid commitment to Guanke Technology Park, if Apex
fails to do so.
Competition in our industry is intense and, if we are
not able to compete effectively, we may lose customers and our financial results will be negatively affected.
The LCD/ LED products industry in China is highly competitive,
and we expect competition to persist and intensify. We face competition from distributors and LCD/LED manufacturers that use their
extensive brand-name value, manufacturing and marketing size, and in-house sales forces and exclusive sales agents to distribute
their products. We compete for customers on the basis of, among other things, our product offerings, customer service and reputation.
Some of our competitors have greater financial, research and development, design, marketing, distribution, management or other
resources.
Our results of operations could be affected by several competitive
factors, including entry by new competitors into our current markets, expansion by existing competitors, better marketing and
advertising leading to stronger brand equity for our competitors, and competition with other companies for the production capacity
of contract manufacturers. Our results of operations and market position may be adversely impacted by these competitive factors.
There can be no assurance that our strategies will remain competitive
or that we will succeed in the future. Increased competition could result in a loss of market share. In particular, if our competitors
adopt aggressive pricing policies, we may be forced to adjust the pricing of our products to improve our competitiveness. This
could adversely affect our margins, profitability and financial results.
Our industry has experienced declines in the average
selling prices of display products irrespective of cyclical fluctuations in the industry, and our margins would be adversely impacted
if prices decrease faster than we are able to reduce our costs
.
The average selling prices of display products have generally
declined and are expected to continually decline with time regardless of industry-wide cyclical fluctuations because of, among
other factors, technological advancements and cost reductions. We may be able to take advantage of the higher selling prices typically
associated with new products and technologies when they are first introduced in the market. But, such prices decline over time
and, in certain cases, very rapidly, because of market competition or otherwise.
We may not be able to effectively anticipate and counter the
price erosion that accompanies our products. In addition, the average selling prices of our display products may decrease faster
than the speed at which we are able to reduce our purchasing costs. If those events occur, our gross margins would decrease and
our results of operations and financial condition would be materially and adversely affected.
We sell most of our products through a few large distributors
with whom we do not have long-term agreement, and, accordingly, we may have risks from our level of customer concentration.
We derive a significant portion of our sales from several large
independent, non-exclusive distributors. For 2013, 2012 and 2011, sales to our top two distributors accounted for 36.5%, 27.4%
and 30.9%, respectively, of our total revenue.
Our largest customers have generally changed from period-to-period.
There were two, two and two customers each with more than 10% of our revenue for the years ended December 31, 2013, 2012 and
2011, respectively.
We are exposed to the credit risks of our customers.
We usually grant a credit period of 90 days to our customers.
Our financial position and profitability is dependent on our customers’ creditworthiness. Thus, we are exposed to our customers’
credit risks, especially for larger orders. There is no assurance that we will not encounter doubtful or bad debts in the future.
Due to economic conditions in China, in particular the risk of monetary and fiscal policies to address inflation, businesses in
China are generally conserving cash or under increased financial and credit stress. As a result, we could experience slower payments
from our customers, an increase in accounts receivable aging and/or an increase in bad debts. If we were to experience any unexpected
delay or difficulty in collections from our customers, our cash flows and financial results would be adversely affected.
We may not be able to retain, recruit and train adequate
management, sales and marketing personnel, and our inability to attract and retain qualified personnel may limit our development.
Our future success significantly depends on our ability
to retain the services of our executive management personnel, who have contributed to our prior growth and expansion and also
to recruit talented executives to lead new initiatives. The industry experience, entrepreneurial skills and contributions of
our executive directors and other members of our senior management are essential to our success. Our future success will
depend on the continued service of our senior management team, including our new Chief Executive officer (“CEO”),
Mr. David Xu, Vice President of Sales, Mr. Shi-bin Xie and Vice President of Product Development, Mr. Jin-feng Li as all
of them have plentiful knowledge of the PC monitors and TV industry. Our CEO is responsible for the overall corporate
strategy, planning and business development of SGOCO. His experience and leadership are critical to our operations and
financial performance.
If we lose their services and cannot replace them in a timely
manner, it would reduce our competitiveness. That would adversely affect our financial condition, operating results and future
prospects.
We may not be able to generate any growth and our sales
may continue to decrease in the future.
We expanded our business rapidly during the years between
2006 and 2011. Our revenues, however, dropped significantly in 2012 primarily attributable to our significant reduction in
the lower-margin trading and OEM businesses, loss of a few key clients and increased competition in China’s general
display market. In 2013, there were an increase in sales of SGOCO brand and licensed brand products which resulted in an
increase in overall sales for 2013.
In the future, we may expand either through organic growth
or through acquisitions and investments in related businesses. Such expansion may place a significant strain on our managerial,
operational and financial resources. We will need to generate future growth effectively, which will entail devising and implementing
business plans, training and managing a growing workforce, managing costs and implementing adequate control and reporting systems
in a timely manner. There can be no assurance that our personnel, procedures and controls will be managed effectively to support
future growth adequately. Failure to manage expansion effectively would probably prevent us from executing our business plan and
adversely affect our business, financial condition and results of operation. In addition, we may not be able to generate any growth
in the future. Accordingly, you should not rely on our historic growth rate as an indicator for our future growth rate.
As the majority of our operations are in China, we may
face risks related to health problems, including epidemics in China, which could adversely affect our operations.
Our business could be materially and adversely affected by
the outbreak of avian flu, severe acute respiratory syndrome, other public health problems, or even an epidemic. From time-to-time,
there have been reports on the occurrences of avian flu in various parts of China, including a few confirmed human cases and deaths.
Any prolonged recurrence of avian flu, severe acute respiratory syndrome or other adverse public health developments in China
or elsewhere in Asia would have a material and adverse effect on our business operations.
We depend on product manufacturing provided by outsourcing
partners including Honesty Group.
The majority of our manufacturing is performed by a few suppliers
including Honesty Group and its subsidiaries, which are now independent of the Company. SGOCO has also sourced products from other
manufacturers. While these arrangements may lower costs, they also reduce our direct control over production. As a result, it
is not certain that the quality or quantity of products or our ability to respond to changing conditions will be the same as it
was when SGOCO controlled manufacturing.
There are no long-term contracts with the suppliers
or manufacturers except for the contract with Apex, described below in Item 4.A., in the Sales and Purchase Agreement
for Honesty Group. This contract will be expire in November 2014 and we are evaluating the renewal. If manufacturers
determine not to continue business with us, or if manufacturing by Honesty Group or other suppliers is disrupted for any
reason, including extreme weather conditions, landslides, earthquakes, fires, natural catastrophes, raw material supply
disruptions, equipment and system failures, labor force shortages, energy shortages, workforce actions, environmental issues,
bankruptcy, or change of control, our business, financial condition or results of operations could be materially adversely
affected due to concentration on a few key manufacturers or finished-goods suppliers.
Problems with product quality, including defects, in
our LCD/LED products could result in fewer customers and decreased sales, and unexpected expenses.
Except for OEM products, our products are mainly designed by
our product development teams and are outsourced for production using advanced and often new technology and must meet stringent
quality requirements. Products manufactured using advanced and new technology may contain undetected errors or defects, especially
when first introduced. For example, our LCD/LED products may contain defects that are not detected until after they are shipped
or installed, because we cannot test for all possible problems or defects. Such defects could cause us to incur significant re-design
costs, divert the attention of our technology personnel from product development efforts and significantly affect our customer
relations and business reputation.
In addition, future product failures could cause our suppliers
or manufacturers to incur substantial expense to repair or replace defective products. Our products, including custom systems,
are subject to warranty obligations. Generally, these requirements obligate our outsourced manufacturers to provide a minimum
of a one-year repair or replacement obligation. If the product cannot be repaired after two attempts during the one-year warranty
period, the manufacturers or suppliers must offer the end-customer a replacement. If we deliver LCD/LED products with errors or
defects, or if there is a perception that our LCD/LED products contain errors or defects, our credibility and the market acceptance
and sales of our products would be harmed. Widespread product failures would increase our warranty costs, damage our market reputation
and cause our sales to decline.
Although our warranty obligations to our customers for the
display panels are essentially borne by our manufacturers with warranty period for one year, the product failures could increase
the warranty costs of our display panel manufacturers who may then transfer their costs to us and ultimately to the end-customers.
SGOCO International has unfulfilled registered capital
obligations for its subsidiaries.
SGOCO International’s subsidiary, SGOCO Shenzhen, was
formed on November 14, 2013, with a registered capital of $5,000,000. Under PRC law, a company’s registered capital is treated
as corporate property, and it is each shareholder’s obligation to fulfill its registered capital contribution according
to PRC law and the Company’s charter documents. The charter document for each PRC company, which consists of the Company’s
articles of association, states the amount of registered capital required to be paid. SGOCO International has the obligation to
fulfill the registered capital obligations of SGOCO Shenzhen.
SGOCO International is required to pay $1,000,000 and
the remaining $4,000,000 within 3 months and within two years, respectively, of the date of issuance of the
subsidiary’s business license according to PRC registration capital management rules. SGOCO International is in the
process of arranging to pay the initial capital of $1,000,000. If it fails to contribute the required capital, it will have
to apply for a reduction in the remaining registered capital, which may not be granted. Also, if SGOCO International fails to
contribute the registered capital, it may be penalized with fines of 5–15% of the amount of unpaid capital. In
addition, in certain cases, the business license for SGOCO Shenzhen may be revoked, preventing them from conducting business
in China.
If SGOCO International is required to fund the remaining registered
capital, it may need to raise external funds. But, there is no assurance that sufficient external funds could be raised to pay
the registered capital amount.
On August 29, 2008, SAFE promulgated the Circular on the Relevant
Operating Issues Concerning the Improvement of the Administration of the Payment and Settlement of Foreign Currency Capital of
Foreign Invested Enterprises, or SAFE Circular 142, which is a notice regulating the conversion by a foreign-invested company
of foreign currency into RMB by restricting how the converted RMB may be used. SAFE Circular 142 requires that RMB converted from
the foreign currency denominated registered capital of a foreign-invested company may only be used for purposes within the Company's
business scope approved by the applicable governmental authority. It may not be used for equity investments within the PRC, unless
specifically provided for otherwise in its business scope. In addition, SAFE strengthened its oversight of the flow and use of
RMB funds converted from the foreign currency denominated registered capital of a foreign-invested company.
Material advances for finished goods purchases may increase
risk of loss resulting from non-delivery of goods by our suppliers
.
We periodically make prepayments to a few suppliers. Material
prepayment we make for finished goods increases our exposure to loss resulting from potential non-delivery of goods by suppliers
or refund of prepayments by suppliers.
Our market is subject to rapidly changing consumer preferences
and we may not be able to predict or meet consumer preferences or demand accurately.
We derive a significant amount of revenue from the LCD/LED
products that are subject to rapidly changing consumer preferences. Our sales and profits are sensitive to these changing preferences.
Our success depends on our ability to identify, originate and define product and fashion trends as well as to anticipate, gauge
and react to changing consumer demands in a timely manner. All of our products are subject to changing consumer preferences that
we cannot predict with certainty. If we fail to anticipate accurately and respond to trends and shifts in consumer preferences,
we could experience lower sales, excess inventories and lower profit margins, any of which would have an adverse effect on our
results of operations and financial condition.
Unauthorized use of our brand names by third parties
may adversely affect our business.
We consider our brand names critical to our success. Due to
the nature of our business, we do not have administrative protection from patents, copyrights, trademarks or trade secrets covering
branding, distributing and marketing of LCD/LED products. Our continued ability to differentiate ourselves from other LCD/LED
products distributors and other potential new entrants depends substantially on our ability to preserve the value of our brand
names.
We rely on trademark law, company brand name protection policies,
and agreements with our employees and business partners to protect the value of our brand names. In particular, “SGOCO,”
and “POVISON” marks are registered in the PRC and are approved by the State Trademark Bureau of the PRC to be transferred
to SGOCO International in Hong Kong. But, there can be no assurance that the measures we take in this regard are adequate to prevent
or deter infringement or other misappropriation of our brand names. For example, we may not be able to detect unauthorized use
of our brand names in a timely manner because our ability to determine whether other parties have infringed our brand names is
generally limited to information from publicly available sources.
To preserve the value of our brand names, we may need to take
legal actions against third parties. Nonetheless, because the validity, enforceability and scope of trademark protection in the
PRC are not certain and still evolving, legal action may not be successful. Further, future litigation could also result in substantially
increasing our costs, diverting our resources and disrupting our business.
We may not be able to secure financing needed for future
operating needs on favorable terms, or on any terms at all.
From time-to-time, we may seek additional financing to provide
the capital required to maintain our business, if cash flow from operations is not sufficient to do so. We cannot predict with
certainty the timing or amount of any such capital requirements. If such financing is not available on satisfactory terms, we
may not be able to expand our business or to develop new business at the rate desired. Consequently, our results of operations
may be adversely affected.
If we are able to incur debt, lenders may impose certain restrictions.
In addition, repaying such debt may limit our cash flow and our ability to grow. If we are not able to incur debt, we may be forced
to issue additional equity, which would have a dilutive effect on our shares.
We may be treated as a passive foreign investment company,
or “PFIC,” which could result in adverse U.S. federal income tax consequences to U.S. Holders of our ordinary shares
and warrants.
In general, we will be treated as a PFIC for any taxable year
in which either:
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at least 75% of our gross income (looking through
certain 25% or more-owned corporate subsidiaries) is passive income; or
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at least 50% of the average value of our assets
(looking through certain 25% or more-owned corporate subsidiaries) are attributable to assets that produce, or are held for
the production of, passive income.
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Passive income generally includes, without limitation, dividends,
interest, rents, royalties, and gains from the disposition of passive assets. If we are determined to be a PFIC for any taxable
year (or portion thereof) that is included in the holding period of a U.S. Holder of our ordinary shares, the U.S. Holder may
be subject to increased U.S. federal income tax liability and may be subject to additional reporting requirements. Our actual
PFIC status for any taxable year will not be determinable until after the end of such taxable year. Accordingly, there can be
no assurance as to our status as a PFIC for any taxable year. U.S. Holders of our ordinary shares are urged to consult their own
tax advisors regarding the possible application of the PFIC rules.
Being a foreign private issuer exempts us from certain
SEC requirements that provide shareholders the protection of information that must be made available to shareholders of U.S. public
companies.
We are a foreign private issuer within the meaning of the rules
promulgated under the Securities Exchange Act of 1934, or Exchange Act. As such, we are exempt from certain provisions applicable
to U.S. public companies including:
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the rules requiring the filing with the SEC
of quarterly reports on Form 10-Q or current reports on Form 8-K;
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the sections of the Exchange Act regulating
the solicitation of proxies, consents or authorizations regarding a security registered under the Exchange Act;
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provisions of Regulation FD aimed at preventing
issuers from making selective disclosures of material information; and
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the sections of the Exchange Act requiring insiders
to file public reports of their stock ownership and trading activities and establishing insider liability for profits realized
from any “short swing” trading transactions (
i.e.
, a purchase and sale, or a sale and purchase, of the
issuer’s equity securities within less than six months).
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Because of these exemptions, our shareholders will not be provided
with the same protections or information generally available to investors holding shares in public companies organized in the
U.S.
Expansion of our business may increase pressure on our
management, which may impede our ability to meet any increased demand for our products and adversely affect our results of operations.
Our business plan is to grow our operations profitably. Growth
in our business may place a significant strain on our personnel, management, financial systems and other resources. The evolution
of our business also presents numerous risks and challenges, including:
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customers continuing to accept our LCD/LED products;
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our ability to successfully and rapidly expand
our marketing program to reach potential customers in response to potentially increasing demand;
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the costs associated with such growth, which
are difficult to quantify, but could be significant;
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the competition from larger, better capitalized
and well-known competitors and the effect of rapid technological change;
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the highly competitive nature of our industry;
and
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the continued availability and favorable pricing
of the raw materials and components used in our products.
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If we are successful growing our marketing program, we may
be required to provide various support and deliver LCD/LED products to our customers. In addition, we may not be able to meet
the needs of our customers, which could adversely affect our relationships with our customers and results of operations.
Under the Enterprise Income Taxes Law, SGOCO may be classified
as a “resident enterprise” of the PRC. Such classification could result in adverse tax consequences to SGOCO and its
non-PRC resident shareholders.
Under the Enterprise Income Taxes (EIT) Law and the Implementing
Rules, an enterprise established outside of the PRC with “de facto management bodies” within the PRC is considered
as a resident enterprise and will be subject to PRC income tax on its global income. According to the Implementing Rules, “de
facto management bodies” refer to “establishments that carry out substantial and overall management and control over
the business operations, personnel, accounting, properties, etc. of an enterprise.” Accordingly, our holding company, SGOCO
Group, Ltd., may be considered a resident enterprise and may therefore be subject to PRC income tax on our global income.
The State Administration of Taxation issued the Notice Regarding
the Determination of Chinese-Controlled Offshore Incorporated Enterprises as PRC Tax Resident Enterprises on the Basis of De Facto
Management Bodies, or Circular 82, on April 22, 2009. Circular 82 provides certain specific criteria for determining whether the
“de facto management body” of a Chinese-controlled offshore incorporated enterprise is located in China.
Circular 82 only applies to offshore enterprises controlled
by PRC enterprises and not those invested in by individuals or foreign enterprises like SGOCO. But, the determining criteria set
forth in Circular 82 may reflect the State Administration of Taxation’s general position on how the “de facto management
body” test should be applied in determining the tax resident status of offshore enterprises, regardless of whether they
are controlled by PRC enterprises or controlled by or invested in by individuals or foreign enterprises. If we are considered
a resident enterprise and earn income other than dividends from our PRC subsidiaries, such PRC income tax on our global income
could significantly increase our tax burden and materially and adversely affect our cash flow and profitability. Since the EIT
Law became effective in 2008, SGOCO has not been treated as a “resident enterprise.”
If the PRC tax authorities determine that SGOCO is a “resident
enterprise” for PRC enterprise income tax purposes, a number of PRC tax consequences could follow. First, SGOCO may be subject
to enterprise income tax at a rate of 25% on SGOCO’s worldwide taxable income, as well as PRC enterprise income tax reporting
obligations. Second, under the EIT Law and its implementing rules, dividends paid between “qualified resident enterprises”
are exempt from enterprise income tax. As a result, if both SGOCO and SGOCO International are treated as PRC “resident enterprises,”
all dividends from the PRC operating subsidiaries to SGOCO International and from SGOCO International to SGOCO would be exempt
from PRC tax.
If SGOCO were treated as a PRC “non-resident enterprise”
under the EIT Law, then dividends that SGOCO receives from its PRC operating subsidiaries (assuming such dividends were considered
sourced within the PRC):
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may be subject to a 5% PRC withholding tax,
if the Arrangement between the Mainland of China and the Hong Kong Special Administrative Region for the Avoidance of Double
Taxation and the Prevention of Fiscal Evasion regarding Taxes on Income (the “PRC-Hong Kong Tax Treaty”) is applicable;
or
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may be subject to a 10% PRC withholding tax, if such treaty does
not apply (
i.e.
, because the PRC tax authorities may deem SGOCO International to be a conduit not entitled to treaty
benefits).
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Any such taxes on dividends could materially reduce the amount
of dividends, if any, SGOCO could pay to its shareholders.
Finally, the “resident enterprise” classification
could result in a 10% PRC tax being imposed on dividends SGOCO pays to its non-PRC shareholders that are not PRC tax “resident
enterprises” and gains derived by them from transferring SGOCO’s ordinary shares, if such income is considered PRC-sourced
income by the relevant PRC authorities. In such event, SGOCO may be required to withhold the 10% PRC tax on any dividends paid
to its non-PRC resident shareholders. SGOCO’s non-PRC resident shareholders also may be responsible for paying PRC tax at
a rate of 10% on any gain realized from the sale or transfer of ordinary shares in certain circumstances. SGOCO would not, however,
have an obligation to withhold PRC tax regarding such gain.
If any such PRC taxes apply, a non-PRC resident shareholder
may be entitled to a reduced rate of PRC taxes under an applicable income tax treaty and/or a foreign tax credit against such
shareholder’s domestic income tax liability (subject to applicable conditions and limitations). According to the Notice
of the Provisional Regulation of Non-PRC Residents’ Enjoyment of the Preferential Treatment of Tax Treaty, Circular 124,
on August 24, 2009, issued by the State Administration of Taxation, the non-PRC shareholders located in countries which have income
tax treaties with China may be taxed at a reduced rate lower than 10%. Prospective investors should consult with their own tax
advisors regarding the applicability of any such taxes, the effects of any applicable income tax treaties, and any available foreign
tax credits.
Intercompany loans from SGOCO to its operating subsidiaries
must comply with PRC law.
Any loans we make to our Chinese subsidiaries, which are treated
as foreign-invested enterprises under Chinese law, cannot exceed statutory limits and must be registered with the State Administration
of Foreign Exchange, or SAFE, or its local counterparts. Under applicable Chinese law, the Chinese regulators must approve the
amount of a foreign-invested enterprise’s registered capital, which represents shareholders’ equity investments over
a defined period of time, and the foreign-invested enterprise’s total investment, which represents the total of the Company’s
registered capital plus permitted loans. The ratio of registered capital to total investment cannot be lower than the minimum
statutory requirement and the excess of the total investment over the registered capital represents the maximum amount of borrowings
that a foreign invested enterprise is permitted to have under Chinese law.
If we lend money to our Chinese subsidiaries and such funds
exceed the permitted amount of borrowings of the subsidiary, we would have to apply to the relevant government authorities to
increase the permitted total investment amounts. The various applications could be time consuming and their outcomes would be
uncertain. Concurrently with the loans, we might have to make capital contributions to the subsidiaries in order to maintain the
statutory minimum registered capital/total investment ratio, and such capital contributions involve uncertainties of their own,
as discussed below. Furthermore, even if we make loans to our Chinese subsidiaries that do not exceed their current permitted
amount of borrowings, we will have to register each loan with SAFE or its local counterpart within 15 days after signing the relevant
loan agreement.
Subject to SAFE’s stipulated conditions, SAFE or its
local counterpart is supposed to issue a registration certificate of foreign debts within 20 days after reviewing and accepting
its application. In practice, it may take longer to complete such SAFE registration process.
We cannot be sure that we will be able to complete the necessary
government registrations or obtain the necessary government approvals on a timely basis, if at all, regarding future loans by
us to our Chinese subsidiaries or affiliated entities or regarding future capital contributions by us to our Chinese subsidiaries.
If we fail to complete such registrations or obtain such approvals, our ability to use such future loans or capital contributions
to capitalize or otherwise fund our Chinese operations may be negatively affected, which would adversely and materially affect
our liquidity and our ability to fund and expand our business.
A severe or prolonged downturn in the global economy
could materially and adversely affect our business and results of operations.
The global market and economic conditions during the years
2008 through 2012 were unprecedented and challenging, with recessions occurring in most major economies. Continued concerns about
the systemic impact of potential long-term and wide-spread recession, energy costs, geopolitical issues, sovereign debt issues,
and the availability and cost of credit have contributed to increased market volatility and diminished expectations for economic
growth around the world. The difficult economic outlook has negatively affected businesses and consumer confidence and contributed
to significant volatility.
Government responses to these events have included partial
nationalization of certain industries and enterprises, “bail-out” packages intended to provide liquidity to market
participants and several high profile acquisitions and bankruptcies. The recovery from the lows of 2008 and 2009 was uneven and
it is facing new challenges, including the escalation of the European sovereign debt crisis in 2011 and 2012. The global economy
has been recovering from the European sovereign debt crisis in 2013.
There is continuing uncertainty over the long-term
effects of the expansionary monetary and fiscal policies that have been adopted by the central banks and financial
authorities of some of the world’s leading economies, including China’s. There have also been concerns over
unrest in the Middle East and Africa, which may result in higher oil prices and significant market volatility. Economic
conditions in China are sensitive to global economic conditions. Any prolonged slowdown in the global and/or Chinese economy
may have a negative impact on our business, results of operations and financial condition, and continued turbulence in the
international markets may adversely affect our ability to access the capital markets to meet liquidity needs.
While we believe that we currently have adequate internal
control procedures in place, we are still exposed to potential risks from legislation requiring companies to evaluate internal
controls under Section 404 of the Sarbanes-Oxley Act of 2002.
We are subject to the reporting obligations under the U.S.
securities laws. The Securities and Exchange Commission, or the SEC, as required under Section 404 of the Sarbanes-Oxley Act of
2002, has adopted rules requiring public companies to include a report of management on the effectiveness of such companies’
internal control over financial reporting in their respective annual reports. This annual report does not include an attestation
report of our registered public accounting firm regarding internal control over financial reporting because we are currently a
non-accelerated filer and therefore, not required to obtain such report.
Our management has concluded that our internal controls over
financial reporting as of December 31, 2013 were effective. We have in the past and may in the future discover material weakness
in our internal controls. For example, we identified material weaknesses related to the lack of sufficient qualified accounting
personnel with appropriate understanding of U.S. GAAP and SEC reporting requirements commensurate with our financial reporting
requirements as described under Item 15 of our annual report in form 20-F for fiscal year ended December 31, 2012, which were
subsequently remediated in fiscal year 2013 as described under Item 15 of this annual report. However, there is no guarantee that
these remedies will continue to be effective. Failure to achieve and maintain an effective internal control environment could
result in us not being able to accurately report our financial results, prevent or detect fraud or provide timely and reliable
financial and other information pursuant to the reporting obligations we have as a public company, which could have a material
adverse effect on our business, financial condition and results of operations. This could reduce investors’ confidence in
our reported financial information, which in turn could result in lawsuits being filed against us by our stockholders, otherwise
harm our reputation or negatively impact the trading price of our common stock.
We have granted shares to our PRC employees, which may
require registration with SAFE. We may also face regulatory uncertainties that could restrict our ability to issue equity compensation
to our directors and employees and other parties who are PRC citizens or residents under PRC law.
In December 2006, the People’s Bank of China promulgated
the Administrative Measures of Foreign Exchange Matters for Individuals, which set forth the respective requirements for foreign
exchange transactions by individuals (both PRC or non-PRC citizens) under either the current account or the capital account. In
January 2007, SAFE issued implementing rules for the Administrative Measures of Foreign Exchange Matters for Individuals, which,
among other things, specified approval requirements for certain capital account transactions such as a PRC citizen’s participation
in the employee stock ownership plans or stock option plans of an overseas publicly-listed company. In February 2012, SAFE promulgated
the Notices on Issues Concerning the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive
Plans of Overseas Publicly-Listed Companies, or the Stock Option Rules, which replaced the Application Procedures of Foreign Exchange
Administration for Domestic Individuals Participating in Employee Stock Ownership Plans or Stock Option Plans of Overseas Publicly-Listed
Companies issued by SAFE in March 2007.Under these rules, PRC residents who participate in stock incentive plan in an overseas
publicly-listed company are required to register with SAFE or its local branches and complete certain other procedures. Participants
of a stock incentive plan who are PRC residents must retain a qualified PRC agent, which could be a PRC subsidiary of such overseas
publicly-listed company or another qualified institution selected by such PRC subsidiary, to conduct the SAFE registration and
other procedures with respect to the stock incentive plan on behalf of its participants. Such participants must also retain an
overseas entrusted institution to handle matters in connection with their exercise of stock options, the purchase and sale of
corresponding stocks or interests and fund transfers. In addition, the PRC agent is required to amend the SAFE registration with
respect to the stock incentive plan if there is any material change to the stock incentive plan, the PRC agent or the overseas
entrusted institution or other material changes. We have adopted an equity compensation plan and have begun to make option grants
to some of our key employees, three of whom are PRC citizens. If we or our PRC recipients of such options fail to comply with
these regulations, we or our PRC option grantees may be subject to fines and other legal or administrative sanctions. In that
case, our ability to compensate our employees and directors through equity compensation would be hindered and our business operations
may be adversely affected.
PRC SAFE Regulations regarding offshore financing activities
by PRC residents have undertaken continuous changes which may increase the administrative burden we face and create regulatory
uncertainties that could adversely affect our business.
Recent regulations promulgated by SAFE regarding offshore financing
activities by PRC residents have undergone a number of changes which may increase the administrative burden we face. The
failure by our stockholders and affiliates who are PRC residents to make any required applications and filings pursuant to such
regulations may prevent us from being able to distribute profits and could expose us and our PRC resident stockholders to liability
under PRC law.
In 2005, SAFE promulgated regulations in the form of public
notices, which require registrations with, and approval from, SAFE on direct or indirect offshore investment activities by PRC
resident individuals. The SAFE regulations require that if an offshore company directly or indirectly formed by or
controlled by PRC resident individuals, known as “SPC,” intends to acquire a PRC company, such acquisition will be
subject to strict examination by the SAFE. Without registration, the PRC entity cannot remit any of its profits out of the PRC
as dividends or otherwise. This could have a material adverse effect on us given that we are a publicly listed company
in the U.S.
Risks Related to Doing Business in China
Adverse changes in political and economic policies of
the Chinese government could have a material adverse effect on the overall economic growth of China, which could reduce the demand
for our products and adversely affect our competitive position.
Our development and sales operations will continue to be focused
on and conducted in China, and a substantial portion of our sales will continue to be made in China. Accordingly, our business,
financial condition, results of operations and prospects will be affected significantly by economic, political and legal developments
in China. The Chinese economy differs from the economies of most developed countries in many respects, including:
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the amount of government involvement;
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the level of development;
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the control of foreign exchange; and
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the allocation of resources.
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While the Chinese economy has experienced significant growth
in the past 30 years, growth has been uneven, both geographically and among various sectors of the economy. The Chinese government
has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures benefit
the overall Chinese economy, but may also have a positive or negative effect on us.
The Chinese economy has been transitioning from a planned economy
to a more market-oriented economy. In recent years, the Chinese government has implemented measures emphasizing the utilization
of market forces for economic reform, the reduction of state ownership of productive assets and the establishment of sound corporate
governance in business enterprises. But, the Chinese government still owns a substantial portion of the productive assets in China.
The continued control of these assets and other aspects of the national economy by the Chinese government could adversely affect
our business.
The Chinese government also exercises significant control over
Chinese economic growth through the allocation of resources, controlling payment of foreign currency denominated obligations,
setting monetary policy and providing preferential treatment to particular industries or companies. The Chinese government has
implemented certain measures to control the pace of economic growth. Any adverse change in the economic conditions or government
policies in China could have a material adverse effect on overall economic growth in China, which in turn could lead to reduced
demand for our products.
Investors may experience difficulties in effecting service
of legal process, enforcing foreign judgments or bringing original actions in China based on U.S. judgments against us or our
subsidiaries, affiliates, officers, directors and shareholders.
A majority of our assets are located outside of the U.S. and
most of our directors and executive officers reside outside of the U.S. As a result, it may not be possible for investors in the
U.S. to effect service of process within the U.S. or elsewhere outside China on us, our subsidiaries, officers, directors and
shareholders, and others. This can be particularly important regarding matters arising under U.S. federal or state securities
laws.
China does not have treaties providing for reciprocal recognition
and enforcement of judgments of courts with the U.S. and many other countries. As a result, recognition and enforcement in China
of these judgments in relation to any matter, including U.S. securities laws and the laws of the Cayman Islands, may be difficult
or impossible. Furthermore, an original action may be brought in China against our assets or our subsidiaries, officers, directors,
shareholders and advisors only if:
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the actions are not required to be arbitrated
by Chinese law;
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the facts alleged in the complaint give rise
to a cause of action under Chinese law; and
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the actions satisfy certain prerequisite conditions
prescribed by Chinese law.
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Connected with such an original action, a Chinese court may
award civil remedies, including monetary damages. Notwithstanding the ability to bring original actions, we do not believe it
is likely that the courts in China would entertain original actions brought in China against us or our directors or officers predicated
upon the securities laws of the U.S. or any state or territory within the U.S.
Our auditor, like other independent registered public
accounting firms operating in China and to the extent their audit clients have operations in China and Hong Kong, is not permitted
to be inspected by the Public Company Accounting Oversight Board and, as such, you may be deprived of the benefits of such inspection.
Our independent registered public accounting firm issues the
audit report included in this Annual Report filed with the SEC. As auditors of companies that are traded publicly in the U.S.,
our public accounting firm is registered with the U.S. Public Company Accounting Oversight Board (United States) (the “PCAOB”).
It is required by U.S. laws to be regularly inspected by the PCAOB to assess its compliance with the U.S. laws and professional
standards.
Our operations, however, are mainly located in the PRC, a jurisdiction
where PCAOB is currently not able to conduct inspections without the approval of PRC authorities. Our auditor, like other independent
registered public accounting firms operating in China and Hong Kong (to the extent their audit clients have operations in China),
is currently not subject to inspection by the PCAOB. In May 2013, PCAOB announced that it had entered into a Memorandum of Understanding
on Enforcement Cooperation with the CSRC and the PRC Ministry of Finance, which establishes a cooperative framework between the
parties for the production and exchange of audit documents relevant to investigations undertaken by PCAOB, the CSRC or the PRC
Ministry of Finance in the United States and the PRC, respectively. PCAOB continues to be in discussions with the CSRC and the
PRC Ministry of Finance to permit joint inspections in the PRC of audit firms that are registered with the PCAOB and audit Chinese
companies that trade on U.S. exchanges.
Inspections of some other firms that the PCAOB has conducted
outside China have identified deficiencies in those firms’ audit procedures and quality control procedures. Certain deficiencies
revealed in the inspection process can be addressed to improve future audit quality. The inability of the PCAOB to conduct inspections
of auditors operating in China makes it difficult to evaluate our auditor’s audit procedures and quality control procedures.
As a result, our investors may not receive the benefits of the PCAOB inspections.
We face uncertainties regarding indirect transfers of
equity interests in PRC resident enterprises by their non-PRC holding companies.
The Notice on Strengthening Administration of Enterprise Income
Tax for Share Transfers by Non-PRC Resident Enterprises, or SAT Circular 698, was issued by the State Administration of Taxation,
or the SAT, on December 10, 2009. It has retroactive effect from January 1, 2008, where a non-resident enterprise transfers
the equity interests of a PRC resident enterprise indirectly via disposing of the equity interests of an overseas holding company,
or an Indirect Transfer, and such overseas holding company is located in a tax jurisdiction that:
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has an effective tax rate less than 12.5%; or
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does not tax foreign income of its residents,
the non-resident enterprise, being the transferor, shall report to the relevant tax authority of the PRC resident enterprise
this Indirect Transfer.
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Using a “substance over form” principle, the PRC
tax authority may disregard the existence of the overseas holding company if it lacks a reasonable commercial purpose and was
established for the purpose of reducing, avoiding or deferring PRC tax. As a result, gains derived from such Indirect Transfer
may be subject to PRC withholding tax at a rate of up to 10%. SAT Circular 698 also provides that, where a non-PRC resident enterprise
transfers its equity interests in a PRC resident enterprise to its related parties at a price lower than the fair market value,
the relevant tax authority has the power to make a reasonable adjustment to the taxable income of the parties.
The application of SAT Circular 698 is not certain. For example,
while the term “Indirect Transfer” is not clearly defined, it is understood that the relevant PRC tax authorities
have jurisdiction regarding requests for information over a wide range of foreign entities having no direct contact with China.
Moreover, the tax authority has not yet:
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1.
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promulgated any formal
rules;
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2.
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formally declared or stated
how to calculate the effective tax rates in foreign tax jurisdictions; and
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3.
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provided the process and
format of the reporting of an Indirect Transfer to the tax authority of the PRC resident enterprise.
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In addition, there are no formal declarations regarding how
to determine whether a foreign investor has adopted an abusive arrangement to reduce, avoid or defer PRC tax. SAT Circular 698
may be determined by the tax authorities to be applicable to our private equity financing transactions where non-resident investors
were involved, if any of such transactions were determined by the tax authorities to lack reasonable commercial purpose.
As a result, we and our non-resident investors in such transactions
may be at risk of being taxed under SAT Circular 698. We have accrued $5.4 million in the income tax expense for the year ended
December 31, 2011 on the Sale of Honesty Group and the amount remained unpaid as of the date of this Annual Report. We have already
submitted relevant documents to the PRC tax bureau regarding the Sales of Honesty Group. We may be required to expend valuable
resources to comply with SAT Circular 698. This may have a material adverse effect on our cash flow, financial condition and results
of operations.
Future changes in laws, regulations or enforcement policies
in China could adversely affect our business.
Laws, regulations or enforcement policies in China are evolving
and subject to future changes. Future changes in laws, regulations or administrative interpretations, or stricter enforcement
policies by the Chinese government, could impose more stringent requirements on us, including fines or other penalties. Changes
in applicable laws and regulations may also affect our operating costs. Compliance with these requirements could impose substantial
additional costs or otherwise adversely affect our future growth. These changes may relax some requirements, which could be beneficial
to our competitors or could lower market entry barriers and increase competition. In addition, any litigation or governmental
investigation or enforcement proceedings in China may be protracted and result in substantial costs and diversion of resources
and management attention.
Uncertainties regarding the Chinese legal system could
have a material adverse effect on us.
The Chinese legal system is a civil law system based on statutes.
Unlike the common-law system, prior court decisions may be cited for reference, but have limited precedential authority in China.
Since 1979, Chinese legislation and regulations have significantly enhanced the protections provided to various forms of foreign
investments in China. We conduct the majority of our business through our subsidiaries, SGOCO (Fujian), Beijing SGOCO and SGOCO
Shenzhen, which were established in China. As a result, we will be subject to laws and regulations applicable to foreign investments
in China and, in particular, laws applicable to wholly foreign-owned enterprises.
But, since the Chinese legal system continues to rapidly evolve,
the interpretations of many laws, regulations and rules are not always uniform. In addition, enforcement of these laws, regulations
and rules involve uncertainties, which may limit legal protections available to us. For example, we may have to file administrative
and court proceedings to enforce the legal protection that we or our subsidiaries enjoy either by law or contract. Chinese administrative
and court authorities have significant discretion in interpreting and implementing statutory and contractual terms. Consequently,
it may be more difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection that
we would enjoy compared to more developed legal systems.
These uncertainties may impede our ability to enforce contracts
or other rights. Furthermore, intellectual property rights and confidentiality protections in China may be less effective than
in the U.S. or other countries. Accordingly, we cannot predict the effect of future developments in the Chinese legal system,
including the promulgation of new laws, changes to existing laws or the interpretation or enforcement of these laws, or the preemption
of local regulations by national laws. These uncertainties could limit the legal protections available to us and our shareholders.
In addition, any litigation in China may be protracted, substantially increase our costs and divert our resources and management’s
attention.
If China imposes restrictions to reduce inflation, China’s
future economic growth could be curtailed which could adversely affect our business and results of operation.
China’s economy has experienced rapid growth. But, this
growth has varied among various sectors of the economy and in different geographical areas of the country. Rapid economic growth
can lead to growth in the supply of money and rising inflation. To control inflation, the Chinese government may impose controls
on bank credit, limits on loans for fixed assets and restrictions on state bank lending. If similar restrictions are imposed,
it may lead to a slowing of economic growth and decrease the interest in our LCD/LED products leading to a decline in our profitability.
Changes in foreign exchange regulations in China may
affect our operating subsidiaries’ ability to pay dividends in foreign currency or conduct other foreign exchange business.
RMB is not a freely convertible currency currently, and the
restrictions on currency exchanges may limit our ability to use revenues generated in RMB to fund our business activities outside
China or to make dividends or other payments in U.S. Dollars. In China, SAFE regulates the conversion of RMB into foreign currencies.
Over the years, foreign exchange regulations in China have significantly reduced the government’s control over routine foreign
exchange transactions under current accounts (
i.e.
, remittance of foreign currencies for payment of dividends, etc.).
Conversion of RMB for capital account items, such as direct
investment, loan, security investment and repatriation of investment, is still subject to the approval of the SAFE. Under China’s
existing foreign exchange regulations, SGOCO International’s Chinese primary operating subsidiaries, SGOCO (Fujian), Beijing
SGOCO and SGOCO Shenzhen, are able to pay dividends in foreign currencies, without prior approval from the SAFE, by complying
with certain procedural requirements. However, the Chinese government subsequently may restrict access to foreign currencies for
current account transactions.
Fluctuating value of the Renminbi may reduce our profitability.
The change in value of the RMB against U.S. Dollars, and other
currencies is affected by, among other things, changes in China’s political and economic conditions. Since July 2005, the
RMB has no longer been pegged to the U.S. dollar. Although the People’s Bank of China regularly intervenes in the foreign
exchange market to prevent significant short-term fluctuations in the exchange rate, the RMB may appreciate or depreciate significantly
in value against the U.S. dollar in the medium to long term. Moreover, it is possible that in the future PRC authorities may lift
restrictions on fluctuations in the RMB exchange rate and lessen intervention in the foreign exchange market. On March 17, 2014,
the People’s Bank of China announced that the RMB exchange rate flexibility increased to 2% in order to proceed further
with reform of the RMB exchange rate regime. These could result in a further and more significant floatation in the RMB’s
value against the U.S. Dollars.
The international reaction to the RMB revaluation has generally
been positive. But, international pressure continues to be placed on the Chinese government to adopt an even more flexible currency
policy, which could result in significant fluctuation of the RMB against the U.S. Dollars. Any significant revaluation of the
RMB may have a material adverse effect on our revenues and financial condition. For example, to the extent that we need to convert
U.S. Dollars we receive into RMB for our operations, appreciation of the RMB against the U.S. Dollars would reduce the RMB amount
we receive from the conversion. Conversely, if we decide to convert our RMB into U.S. Dollars to make payments for dividends on
our shares or for other business purposes, appreciation of the U.S. Dollars against the RMB would reduce the U.S. Dollars amount
available to us.
Exchange controls that exist in China may limit our ability
to use our cash flows effectively.
Most of our revenues and expenses are denominated in RMB. We
may need to convert a portion of our revenues into other currencies to meet our foreign currency obligations, including, among
others, payment of dividends, if any, regarding our shares. Under China’s existing foreign exchange regulations, we are
able to purchase foreign exchange for settlement of current account transactions, including payment of dividends in foreign currencies,
without prior approval from SAFE by complying with certain procedural requirements.
But, the Chinese government may take further measures to restrict
access to foreign currencies for current account transactions. Any future restrictions on currency exchanges may limit our ability
to use cash flows for distributing dividends to our shareholders or to fund operations we have outside of China.
Foreign exchange transactions continue to be subject to significant
foreign exchange controls and require the approval of or registration with the Chinese governmental authorities, including SAFE.
In particular, if SGOCO International receives foreign currency loans from us or other foreign lenders, these loans must be registered
with SAFE. In addition, if we finance SGOCO International by means of additional capital contributions, these capital contributions
must be approved by certain government authorities, including the Ministry of Commerce or its local counterparts. These potential
restrictions could affect the ability of SGOCO International to obtain additional foreign exchange through debt or equity financing.
Proceedings instituted by the SEC
against five PRC-based accounting firms could result in adverse impact on our business and price of our stock.
In late 2012, the SEC
commenced administrative proceedings under Rule 102(e) of its Rules of Practice and also under the Sarbanes-Oxley Act of 2002
against the PRC-based units of five accounting firms. The Rule 102(e) proceedings initiated by the SEC relate to these
firms’ failure to produce documents, including audit work papers, in response to the request of the SEC pursuant to
Section 106 of the Sarbanes-Oxley Act of 2002, as the auditors located in the PRC are not in a position lawfully to produce
documents directly to the SEC because of restrictions under PRC law and specific directives issued by the China Securities
Regulatory Commission. The issues raised by the proceedings are not specific to our auditors or to us, but affect equally all
audit firms based in China and all China-based businesses with securities listed in the United States.
In January 2014, the administrative
judge reached an Initial Decision that the PRC-based units of the "big four" accounting firms should be barred from
practicing before the SEC for six months. However, it is currently impossible to determine the ultimate outcome of this
matter as the accounting firms have indicated their intention to file a petition for review of the Initial Decision and
pending that review the effect of the Initial Decision is suspended. It will, therefore, be for the SEC to make a
legally binding order specifying the sanctions if any to be placed on these audit firms. Once such an order was made, the
accounting firms would have a further right to appeal to the US federal courts, and the effect of the order might be further
suspended pending the outcome of that appeal.
Depending upon the final outcome, public
companies in the United States with major PRC operations may find it difficult or impossible to retain auditors in respect of
their operations in the PRC, which may result in SEC’s revocation of the registration of their shares under the Exchange
Act. Moreover, although our independent registered public accounting firm was not named as a defendant in the above SEC
administrative proceedings, any negative news about the proceedings against these audit firms may erode investor confidence in
China-based, US public companies, including us, and the market price of our shares may be adversely affected.
Risks Relating to Our Shares
We may fail to meet continued listing requirements on
the NASDAQ Capital Market
Our ordinary shares are listed on the NASDAQ Capital Market.
We must comply with various NASDAQ Marketplace rules to maintain the listing of our securities. The NASDAQ listing rules require,
among other things, that a company’s stock trading to maintain a minimum bid price of $1.00. If a NASDAQ-listed company
trades below the minimum bid price requirement for 30 consecutive business days, it will be notified of the deficiency.
To regain compliance with the minimum, bid price requirement,
the Company must have a minimum, closing bid price of $1.00 or more for a minimum of ten consecutive business days during a 180-day
compliance period. If compliance does not occur within the applicable 180-day compliance period, the Staff will notify the Company
that its securities will be delisted from the NASDAQ Capital Market. However, the Company may appeal the Staff's determination
to delist its securities to a Hearing Panel. During any appeal process, the Company's ordinary shares would continue to trade
on the NASDAQ Capital Market.
If our securities were to be delisted from NASDAQ, the trading
of our securities could possibly be shifted to the OTC Bulletin Board or the Pink Sheets. But, that would make it more difficult
to dispose of, or obtain accurate quotations for the price of, our securities. In addition, such a development would
likely also reduce the already limited coverage of our Company by security analysts and the news media. Delisting and these other
effects could cause the price of our securities to decline further.
The market price for our ordinary shares may be volatile.
The market price for our ordinary shares is likely to be highly
volatile and subject to wide fluctuations in response to factors including the following:
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1.
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actual or anticipated fluctuations in our annual
and quarterly operating results and changes or revisions in our expected results;
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2.
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changes in financial estimates by securities
research analysts;
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3.
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market conditions for LCD/LED products marketing
and distribution;
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4.
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changes in the economic performance or market
valuations of companies specializing in LCD/LED product marketing and distribution;
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5.
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announcements by us and our affiliates or our
competitors of new products, acquisitions, strategic relationships, joint ventures or capital commitments;
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6.
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addition or departure of our senior management
and key research and development personnel;
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7.
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fluctuations of exchange rates between the RMB
and the U.S. Dollars;
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8.
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litigation related to our intellectual property;
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9.
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changes in investors’ perception toward
U.S.-listed Chinese companies;
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10.
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release or expiry of transfer restrictions on
our outstanding ordinary shares; and
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11.
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sales or perceived potential sales of our ordinary
shares.
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In addition, the securities market has from time-to-time experienced
significant price and volume fluctuations that are not related to the operating performance of particular companies. These market
fluctuations may also have a material adverse effect on the market price of our ordinary shares.
Approximately 53.0% of our ordinary shares are held
by one shareholder. This voting control may limit your ability to influence the outcome of matters requiring shareholder approval,
including the election of our directors.
Sun Zone Investments Limited is owned by our Chairman, Mr.
Tin Man Or. It currently owns approximately 53.0% of our voting shares. This shareholder can control substantially all matters
requiring approval by our shareholders, including electing directors and the approval of other business transactions. This concentration
of ownership could delay or prevent a change in control of our Company or discourage a potential acquirer from attempting to obtain
control of the Company, which could prevent our shareholders from realizing a premium over the market price for their ordinary
shares.
We do not expect to pay dividends, so our shareholders
will only benefit from an investment in our shares if such shares appreciate in value.
Currently, we do not expect to pay dividends to our shareholders.
The Board of Directors may determine to pay dividends in the future, depending upon results of operations, financial condition,
contractual restrictions, including restrictions in credit agreements, imposed by applicable law, and the laws of China governing
dividend payments, currency conversion and loans, and other factors our Board of Directors deems relevant. Accordingly, realizing
a gain on shareholders’ investments currently depends on whether the price of our shares appreciates in the securities exchange
on which our shares trade. There is no guarantee that our shares will appreciate in value or even maintain the price at which
shareholders purchased their shares.
Shares to be potentially issued may have an adverse effect
on the market price of our shares.
As of December 31, 2013, we had 17,660,356 ordinary shares
and 598,850 warrants outstanding. We issued an option to purchase up to a total of 280,000 units at $10.00 per unit to the underwriters
in our IPO, which, if exercised, would result in the issuance of 280,000 shares and 280,000 warrants. As of December 31, 2013,
there are also issued and outstanding warrants to purchase 13,571 ordinary shares at $6.00 per share to the underwriters of our
December 2010 offering. On March 7, 2014, the 598,850 warrants and 280,000 unit options were lapsed upon expiry.
In November 2010, our shareholders approved the adoption of
a stock incentive plan that provides for the issuance of stock options, restricted stock or other awards up to 7% of the fully
diluted outstanding shares to the employees, directors and consultants of SGOCO and its subsidiaries.
In addition, we have authorized capital stock under our charter
of 50,000,000 ordinary shares and 1,000,000 preferred shares. Subject to any restrictions under NASDAQ rules, these shares may
be issued without shareholder approval.
The sale or even the possibility of sale of the foregoing shares
could have an adverse effect on the market price for our securities or on our ability to obtain future public financing. Upon
the issuance of the additional shares, you would probably experience dilution to your holdings.
Due to the lack of unrestricted ordinary shares available
to be sold, liquidity for our ordinary shares is limited.
As of December 31, 2013, we had 17,660,356 ordinary
shares outstanding. Of these shares, approximately 2.4 million ordinary shares are held by persons not affiliated with
us currently and are freely eligible to be resold in the public market. The remaining shares are either being held in escrow
or are “restricted” securities not eligible to be resold in the public market. As a result of the lack of
unrestricted securities available to be resold in the public market, there is limited liquidity in our ordinary shares, which
may limit your ability to sell your ordinary shares of SGOCO or reduce the price at which the shares may be sold. In
addition, the lack of a liquid market in our shares may make the listed market price of our shares less meaningful and more
volatile.
Volatility in the price of our ordinary shares may result
in shareholder litigation that could in turn result in substantial costs and a diversion of our management’s attention and
resources.
The financial markets in the U.S. and other countries have
experienced significant price and volume fluctuations. Volatility in the price of our ordinary shares may be caused by factors
outside of our control, which may not be related or may be disproportionate to our results of operations. In the past, following
periods of volatility in the market price of a public company’s securities, shareholders have frequently instituted securities
class action litigation against various companies. Such litigation could result in substantial costs and a diversion of our management’s
attention and resources.
If we become directly subject to the recent scrutiny
involving U.S. listed Chinese companies, we may have to expend significant resources to investigate and/or defend the matter,
which could harm our business operations, stock price and reputation.
During the last several years, U.S. public companies that
have substantially all of their operations in China have been the subject of intense scrutiny by investors, financial
commentators and regulatory agencies. Much of the scrutiny has centered on financial and accounting irregularities and
mistakes, lacks of effective internal controls over financial reporting and, in many cases, allegations of fraud. As a result
of the scrutiny, the publicly traded stock of many U.S. listed Chinese companies that have been the subject of such scrutiny
has sharply decreased in value. Many of these companies are now subject to shareholder lawsuits and/or SEC enforcement
actions that are conducting internal and/or external investigations into the allegations.
If we become the subject of any such scrutiny, whether any
allegations are true or not, we may have to expend significant resources to investigate such allegations and/or defend the Company.
Such investigations or allegations will be costly and time-consuming and distract our management from our normal business and
could result in our reputation being harmed. Our stock price could decline because of such allegations, even if the allegations
are false.
You may face difficulties in protecting your interests,
and your ability to protect your rights through U.S. courts may be limited, because we are incorporated under Cayman Islands law.
We are an exempt company incorporated under Cayman Islands’
laws. Our corporate affairs are governed by our amended and restated memorandum and articles of association, the Companies Law,
Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands and Cayman Islands’ common law. Shareholders’
rights to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors
to us under Cayman Islands’ law are largely governed by Cayman Islands’ common law. It is derived in part from comparatively
limited judicial precedent in the Cayman Islands and from England’s common law. English court decisions, however, are not
binding on a Cayman Islands’ court.
Our shareholders’ rights and our directors’ fiduciary
responsibilities under Cayman Islands law are not as clearly established as they would be under the statutes or case law in most
U.S. jurisdictions. In particular, the Cayman Islands has a less developed body of securities laws than the U.S. Many U.S. states,
such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands. In addition,
Cayman Islands companies may not have standing to initiate a shareholder derivative action in U.S. federal courts.
The Cayman Islands’ courts are also not likely:
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to recognize or enforce against us judgments
of courts of the U.S. based on civil liability provisions of U.S. securities laws; and
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to impose liabilities against us, in original
actions brought in the Cayman Islands, based on civil liability provisions of U.S. securities laws that are penal in nature.
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There is no statutory recognition in the Cayman Islands of
judgments obtained in the U.S., But, the Cayman Islands’ courts will in certain circumstances recognize and enforce a non-penal
judgment of a foreign court of competent jurisdiction without retrial on the merits.
Based on the above, shareholders may have more difficulty in
protecting their interests against actions taken by management, members of the Board of Directors or controlling shareholders
than they would as public shareholders of a company incorporated in the U.S.
As a company incorporated in the Cayman Islands, we can
adopt certain home country practices regarding corporate governance matters that differ significantly from the
NASDAQ
Stock
Market corporate governance listing standards. These practices may provide less protection to shareholders than they would enjoy
if we complied fully with the
NASDAQ
Stock Market corporate governance listing standards.
As a Cayman Islands company listed on the NASDAQ Stock Market,
we are subject to the NASDAQ Stock Market corporate governance listing standards. But, NASDAQ Stock Market rules permit a foreign
private issuer like us to follow the corporate governance practices of its home country. Certain corporate governance practices
in the Cayman Islands, which is our home country, may differ significantly from the NASDAQ Stock Market corporate governance listing
standards.
For example, the Companies Law of the Cayman Islands does not
require a majority of our directors to be independent. Therefore, we could include non-independent directors as members of our
compensation committee and (if we chose to have one) our nominating committee. Finally, our independent directors would not necessarily
hold regularly scheduled meetings at which only independent directors are present.
In addition, while NASDAQ Stock Market rules require that an
issuer listing common stock hold an annual meeting of shareholders no later than one year after the end of the issuer’s
fiscal year-end, the Companies Law of the Cayman Islands does not require it. If we choose to follow home country practice, our
shareholders may receive less protection than they otherwise would under the NASDAQ Stock Market corporate governance listing
standards applicable to U.S. domestic issuers.
ITEM 4. INFORMATION ON THE COMPANY
A. History and Development of the Company.
Historical Structure and Acquisition of Honesty Group
SGOCO Group, Ltd. was organized under Cayman Islands’
laws on July 18, 2007. It was previously named SGOCO Technology, Ltd. and prior to the Acquisition was named Hambrecht Asia Acquisition
Corp. The Company was formed as a blank check company to acquire one or more operating businesses in the PRC through a merger,
stock exchange, asset acquisition or similar business combination or control through contractual agreements. The Company completed
its initial public offering (“IPO”) of units consisting of one ordinary share and one warrant to purchase one ordinary
share on March 12, 2008.
Pursuant to our charter documents,
we were required to enter into a business combination transaction to acquire control of a business with its primary operation
in the PRC with a fair market value of at least 80% of the trust account established at the time of our IPO, or the Trust Account,
(excluding certain deferred underwriting commissions) prior to March 12, 2010, or dissolve and liquidate. The approval of the
business combination transaction required the approval of a majority of the outstanding shares. It was conditioned on, among other
matters, not more than 30% of the outstanding shares being properly tendered for redemption under our charter documents. Each
ordinary share issued in our IPO was entitled to be redeemed if it was voted against the business combination transaction at a
price equal to the amount in the Trust Account divided by the number of shares issued in the IPO outstanding at the time, estimated
to be approximately $8.0 million as of February 17, 2010.
On March 12, 2010, we acquired all
of the outstanding shares of Honesty Group (the “Acquisition”). In addition, at the meeting to approve the acquisition,
the Holders of our outstanding warrants approved an amendment to the warrant agreement under which the warrants were issued to
increase the exercise price per share of the warrants from $5.00 to $8.00. The Amendment also extended by one year the exercise
period, or until March 7, 2014, and provided for redeeming the publicly-held warrants, at the Holder‘s option, for $0.50
per warrant when the Acquisition closes. We may redeem the warrants at a price of $0.01 per warrant upon a minimum of 30 days’
prior written notice of redemption, if the last sale price of our ordinary shares equals or exceeds $11.50 per share (subject
to adjustment for splits, dividends, recapitalization and other similar events) for any 20 trading days within a 30-trading day
period ending three business days before we send the notice of redemption.
The Acquisition resulted in issuing
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1.
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8,500,000 ordinary shares to the former shareholders
of Honesty Group; and
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2.
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5,800,000 additional ordinary shares to the
former shareholders of Honesty Group to be held in escrow and released if the following milestones were met by the combined
Company:
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(a)
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If “Income from Existing Operations”
for the year ended December 31, 2010 exceeded $15,000,000 (the “First Earn-Out Milestone”), the escrow agent would
release 5,000,000 shares to the former shareholders of Honesty Group. The First Earn-Out Milestone was met during the
year ended December 31, 2010. The shares were not released in 2011 but were released in 2012 to the former shareholders of
Honesty Group; and
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(b)
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If “Income from Existing Operations”
for the year ended December 31, 2011 exceeded $20,000,000 (the “Second Earn-Out Milestone”), the escrow agent
would release the remaining 800,000 shares to the former shareholders of Honesty Group. Those 800,000 shares were released
in 2012.
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In addition, 766,823 shares held by
the original shareholders of the Company were placed in escrow pending satisfaction of certain conditions.
Those conditions included our reaching
the earn-out milestones discussed above, as well as:
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1.
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Messrs. Robert Eu and John Wang providing the
Company with 30 hours per month in services connected with investor relations, listing on the NASDAQ Global Stock Market or
NASDAQ Global Select Stock Market, introducing investors and advisors;
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2.
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listing of our shares on such stock markets
if we act in good faith to obtain such a listing once the listing criteria are met; and
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3.
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providing the opportunity for us to raise an
additional $15 million in equity, subject to meeting certain prescribed pricing criteria.
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Connected with the issuing of the 5,800,000 escrowed shares
and the 766,823 escrowed shares, we, the original shareholders of the Company, and the Honesty Shareholders entered into an escrow
agreement with Grand Pacific Investment Limited as escrow agent. Pursuant to that escrow agreement, the escrow agent agreed to
hold the foregoing shares pending satisfaction of certain conditions within the applicable time periods. If the conditions were
not met, some or all of the foregoing shares, would have been cancelled and returned to the status of authorized and unissued
ordinary shares.
As stated above, the First and Second Earn-Out Milestones were
met during the years ended December 31, 2011 and 2010 and a total of 5,800,000 shares were released to the former shareholders
of Honesty Group.
In addition, of the 766,823 escrowed shares, 340,810 and
20,517 shares were earned in 2010 and 2011, respectively, but are not currently eligible to be released. The last measurement
date to determine whether the conditions were met for the release of the 766,823 escrowed shares was December 31, 2011.
However, on April 17, 2012, the escrow agreement was amended to provide additional time for the conditions to be met.
Pursuant to the amendment, holders of the escrowed shares had until December 31, 2012 to meet the conditions for release. The
escrow share agreement was further extended to December 31, 2013. Upon the expiry of the remaining 405,496 escrow share as of
December 31, 2013, we are in the process of cancelling these shares.
We entered into various forward-purchase
agreements with various hedge funds and other institutions for us to repurchase a total of 2,147,493 shares for an aggregate purchase
price of $17,285,811 immediately after the closing of the Acquisition. After paying various fees and expenses, the redemption
prices of shares and warrants and the forward-purchase contracts, the balance of approximately $5.4 million in the Trust Account
was released to us when the Acquisition of Honesty Group was closed. After the closing of the Acquisition and the settlement of
related transactions, we had outstanding 16,094,756 ordinary shares, of which 859,668 shares were initially issued in our IPO,
and warrants to purchase 1,816,027 shares at a price of $8.00 per share, of which 1,566,027 were initially issued in our IPO.
After the Acquisition closed, Honesty Group became a
wholly-owned subsidiary of SGOCO. Honesty Group is a limited liability company registered in Hong Kong on September 13, 2005.
Honesty Group owns 100% of Guanke Electron Technological Industry Co., Ltd. (“Guanke”), Guanwei Electron
Technological Industry Co., Ltd. (“Guanwei”) and Guancheng Electron Technological Co., Ltd.
(“Guancheng”). Guanke, Guanwei and Guancheng are limited liability companies established under the corporate laws
of the PRC. Honesty Group and its subsidiaries represented our core manufacturing facility along with land, buildings and
production equipment. Honesty Group and its subsidiaries are now independent of the Company.
On July 26, 2010, SGOCO formed SGOCO International (HK) Limited,
or SGOCO International, a limited liability company registered in Hong Kong (“SGOCO International”). SGOCO International
and its subsidiaries were established for the purposes of conducting LCD/LED display product development, branding, marketing
and distribution.
On February 22, 2011, SGO Corporation
was established in Delaware USA. On March 14, 2011, SGOCO International purchased 100% of the outstanding shares of common stock
of SGO. SGO was founded to market, sell and distribute SGOCO’s high quality products in the U.S. markets. SGO was not operating
during 2011 and started to operate in the first quarter of 2012.
SGOCO International directly owns 100% of SGOCO (Fujian) Electronic
Co., Ltd. SGOCO (Fujian) is a limited liability company established under the corporate laws of the PRC on July 28, 2011 for the
purposes of conducting LCD/LED display product development, branding, marketing and distribution.
On December 26, 2011, SGOCO International established another
wholly owned subsidiary Beijing SGOCO Image Technology Co. Ltd., a limited liability company under the laws of the PRC to conduct
LCD/LED monitor, TV product-related and application-specific product design, brand development and distribution. Beijing SGOCO
has operated as a cost center and commenced sales in the third quarter of 2013.
On November 14, 2013, SGOCO International established a wholly
owned subsidiary, SGOCO (Shenzhen) Technology Co., Ltd., a limited liability company under the laws of the PRC for the purpose
of conducting LCD/LED monitor, TV product-related and application-specific product design, brand development and distribution.
Sale of Honesty Group
On November 15, 2011, we entered into a Sale and Purchase Agreement
(“SPA”) to sell our 100% ownership interest in Honesty Group to Apex, a British Virgin Islands company, for $76.0
million in total consideration. Honesty Group directly owns 100% of Guanke, Guanwei and Guancheng. The agreement was signed by
both the Seller and the Purchaser; shareholder ownership was transferred; and the director of Honesty Group was changed the same
day. The Company’s management considers November 30, 2011 as the disposal effective date. Operational and management control
over Honesty Group was shifted from SGOCO to Apex on November 30, 2011.
According to the SPA, the $76.0 million
in total consideration was to be paid in installments As of May 31, 2012, we received the full amount of the consideration, of
which:
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-
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cash of $1 million was received before December
31, 2011;
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-
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cash of $19 million was received in 2012;
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-
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purchase deposits paid to Honesty Group of $1 million and payables
to Honesty Group of $10 million at the time of disposal were offset;
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-
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goods of $9 million were received before December 31, 2011; and
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-
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goods of $38 million were received in 2012.
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Pursuant to the SPA, Apex assumed our obligations to pay up
the remaining capital of $8.8 million in Guanwei and to pay the remaining balance of approximately $14.0 million of the commitment
to the Fujian Jinjiang government to invest in the Guanke Technology Park. In addition, the SPA required that for three years
from the date of sale, Honesty Group must continue to provide SGOCO with products and services in the same or substantially similar
manner as it did immediately prior to the completion of the transaction unless otherwise directed by SGOCO. The SPA also provided
SGOCO with a right of first refusal for a period of five years from the date of sale to purchase from Apex any material rights
or interests in Honesty Group’s shares or assets before Apex offered to transfer such rights or interests to a third party.
Connected with the Sale of Honesty Group, Honesty Group transferred
to SGOCO certain contracts and assets that are related to design and distribution of SGOCO’s products, including research
and development equipment, sales contracts with customers, contracts with retail sales sources, and trademarks and pending trademark
applications.
The Sale of Honesty Group allowed SGOCO to transition to a
“light-asset” business model with greater flexibility and scalability and focus its operations on designing, branding,
marketing and distributing LCD/LED products in China. Through the transaction, the Company retained part of its customers, brand
names, and the nationwide distribution network while substantially reducing its interest bearing liabilities.
Mr. Tin Man Or owns 100% of Sun Zone Investments Limited.
As of the date of this Annual Report, Sun Zone owned approximately 53.0% of the outstanding ordinary shares of SGOCO. Ms.
Shuk Yu Wong is the spouse of Mr. Tin Man Or. Ms. Ming Suen Jorine Or is the daughter of Mr. Tin Man Or. Mr. Tin Man Or is
also Chairman of SGOCO and Sun Zone Investments Limited.
Prior to the Sale of Honesty Group, including its manufacturing
assets, to Apex, Apex was an independent third party. It had no relationships with any of SGOCO’s board members or management
in 2011 (including former Chairman and CEO, Mr. Burnette Or, Chairman, Mr. Tin Man Or, and CEO, Mr. David Xu); Ms. Shuk Yu Wong;
and Ms. Ming Suen Jorine Or. In addition, Apex had no relationship with Sun Zone Investments Limited.
Warrant Repurchase
To reduce the potential for future EPS dilution, in 2011, the
Company repurchased and retired a total of 1,217,177 warrants that had a strike price of $8.00. Those warrants included 967,177
publicly-traded warrants for an aggregate purchase price of $360,610 (or $0.37 per warrant), and 250,000 sponsor warrants for
an aggregate purchase price of $125,000 (or $0.50 per warrant), in private transactions. All of the terms of the remaining 598,850
publicly-traded warrants remain unchanged. There were no outstanding sponsor warrants as of December 31, 2013 and 2012. On March
7, 2014, the 598,850 warrants were lapsed upon expiry.
Additionally, the Company, in private transactions, repurchased
and retired a total of 53,096 of the warrants that had a strike price of $6.00 issued to its underwriters in the December 2010
offering for an aggregate purchase price of $26,548 (or $0.50 per warrant). All of the terms of the remaining 13,571 warrants
issued to its underwriters in the December 2010 offering remain unchanged.
Through the repurchase and retirement of these warrants, the
Company decreased the long-term risks of dilution that may occur if these warrants were exercised.
SGOCO’s Offices
SGOCO’s principal executive office is located Suite
1503, Sino Plaza, 255-257 Gloucester Road, Causeway Bay, Hong Kong. Under our Amended and Restated Memorandum and Articles
of Association, our Registered Office is at the offices of Codan Trust Company (Cayman) Limited, Cricket Square, Hutchins
Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands, telephone: (345) 949 1040, or at such other place as the
directors may from time-to-time decide. Our agent for service of process in the U.S. is Corporation Service Company, 2711
Centerville Road, Suite 400, Wilmington, DE 19808.
B. Business overview.
Our Business
As of December 31, 2013, our primary business operations were
conducted through SGOCO International and its wholly-owned PRC subsidiary, SGOCO (Fujian). Our main focus is developing our own
brands and quality products for sale to the Chinese flat-panel display market in Tier 3 and Tier 4 cities.
Currently, LCD/LED monitors form the core of our product portfolio.
Our mission is to offer our consumers high quality LCD/LED products under brands that we control and license such as “SGOCO,”
“POVIZON,” and “TCL”.
We are also developing and selling All-in-One (“AIO”)
and Part-in-One (“PIO”) computers through our distribution network. The majority of our product sales are made to
large, well-established, electronics distributors and trading companies, which then sell our products through their own sales
channels. As part of our brand building strategy, commencing from the beginning of 2009, we also sell to certain distributors
under our marketing program.
We do not sell our products directly to retailers. But, by
providing signage, marketing materials and sales support to the distributors and their retailers under the marketing program,
we raise the profile of our products and the awareness of our brands at the retail level. Selling to these distributors helps
us to diversify our customer base. Additionally, selling directly to distributors which then sell directly to retailers can reduce
the layers in the distribution chain potentially leading to greater margins for us, the distributors, or the retailers.
Following the Sale of Honesty Group, we operate on a “light-asset”
business model which is marketing-driven with multiple brands all under the marketing program. Our business model consists of
the following three key elements:
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1.
|
an actively-managed portfolio of brands that
have strong local appeal;
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|
2.
|
a world-class quality, design engineering, and
product development capability; and
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3.
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a “light-asset” model that provides
the flexibility to source from low-cost suppliers meeting our high quality standards.
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We have integrated these three elements through a distinct
distribution channel in the form of a national network of distributors and retail sales sources operating under the “SGOCO
Image” name. Consequently, we believe we are able to leverage opportunities across the entire value chain and create a competitive
advantage for SGOCO.
Our Industry
China’s Economy
Large, Fast Growing Chinese Economy
. China is the
world’s most populous country. It had a population of 1.4 billion as of the end of 2013 according to the Census Bureau
of China. China’s National Bureau of Statistics reports that gross domestic product, or GDP, grew from $1.3 trillion in
2001 to $9.2 trillion in 2013, representing a compound annual growth rate, or CAGR, of 17.7%.
Increasing Consumption.
China has recently overtaken
Japan to become the world’s second largest economy behind the U.S. Despite average saving rates of one-third of individual
income, a joint report from the American Chamber of Commerce and Booz & Co. predict that China is likely to become the second-largest
consumer market in the world by 2015 trailing only the U.S.
According to a June 2012 report released by International Data Corporation (IDC), China’s
consumers who own terminal products are expected to exceed 150 million by 2015, China’s PC shipments should continue to
grow at a double-digit rate until 2016. Lower tier cities are driving China’s PC market growth.
Urbanization Trend.
China has witnessed a growing trend
toward urbanization in the past decade. According to the China Statistical Yearbook, the urban population was 731.1 million, representing
53.7% of the overall population in China as of December 31, 2013 compared to approximately 20% in the early 1980s. China’s
urbanization strategy will be further enhanced as a state policy to increase internal demand and consumption.
Global LCD/LED Industry
The sovereign debt crisis in Europe has slowed demand. The
U.S. has continued to recover modestly. The growth momentum in emerging economies was less than expected due to reduced demand
for exports, and disappointing domestic consumption as consumers restrained their spending in an uncertain environment. In addition,
the credit tightening and economic slowdown in PRC also reduced the growth momentum in the overall environment. As a result, the
demand for PC monitors and LCD TVs was sluggish in 2013.
Sales of computer monitors are often correlated
with the sale of personal computers. IDC reported that unit shipments declined nearly 9.8 percent
from 2012, a record drop reflecting the changes in mobility and personal computing affecting the market. In March 2014,
IDC expects the overall growth projection for 2014 to be lowered by just 2.0 percent.
China’s LCD/LED Industry
China is now the world’s largest
market for PCs.
According to the IDC expectation on China PC market in 2014,
IDC expects that the China PC market will find a new customer base and direction, however there will still a decrease of 1.4% in
2014.
We believe the demand for PCs and LCD/LED monitors in China
will decrease due to increasing popularity of mobile devices. According to a governmental report released by the China Internet
Network Information Center (CNNIC), as of December 2013, the population of China’s internet users climbed to 617.6 million,
53.6 million more than the end of 2012. The internet penetration rate in China has reached 45.8%, an increase of 3.7% from 2012.
The Chinese Ministry of Industry and Information Technology
estimated that China's Internet population will reach roughly 800 million users by 2015. Mobile Internet access is expected to
further drive internet penetration in order to reach this goal. Mobile internet users in China reached 500.0 million, an annual
growth rate of 19.1% in 2013.
SGOCO Products
We offer LCD/LED products with a full set of features designed
to appeal to a wide range of retail and commercial customers. Our current product lines on sale include:
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1.
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LCD/LED monitors with screen sizes up to 29
inches;
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2.
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LCD/LED TVs with screen sizes up to 55 inches;
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3.
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Application-specific LCD/LED display products,
such as tablet PCs for commercial and consumer use, all-in-one e-reader notebooks, cell phone devices, mobile internet devices,
e-boards that integrate software and hardware functionalities, rotating screens, CCTV monitors for security systems, billboard
monitors for advertising and public notice systems, as well as touch screens for non-keyed entries; and
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4.
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Application-specific multimedia systems and
services composed of display products and TVs with software control systems for sale to commercial customers with the potential
for recurring revenues.
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Our engineers are also developing LCD/LED systems solutions
for industry clients, such as educational institutions, government departments and corporate offices. These are customized hardware
and software solutions for turnkey delivery to industry clients.
Our products including custom systems are subject to statutory
warranty obligations. Generally, these requirements obligate our outsourced manufacturers to a one-year repair or replace obligation.
If the product cannot be repaired after two attempts during the one-year warranty period, the manufacturers or suppliers must
offer the end customer a replacement.
In addition, the display panel manufacturers offer us a one-year
warranty. Although our warranty obligations to our customers for the display panels are essentially borne by our manufacturers,
the product failures could increase the warranty costs of our display panel manufacturers who may then transfer their costs to
us and ultimately to the end-customers.
Research and Development
SGOCO has its own research and development capabilities with
its in-house R&D team. In a rapidly changing market such as LCD/LED displays, the Company believes the ability to design products
with the latest technical features is important to its competitive success. Introducing new features for which customers are willing
to pay a premium price is an important part of the Company’s strategy regarding its product mix. SGOCO believes its research
and development capabilities are an important advantage as it looks to expand into the higher-margin, customized application-specific
product market.
Because of our internal product development, we have developed
a focused and compact line of high-quality LCD/LED products. We focus our research and development on appearance, design, utility,
and major components such as mother-boards and high voltage switchboards.
To achieve a more cost efficient R&D process, we currently
also outsource certain non-core R&D projects.
Marketing and Distribution
We have four primary brands that we own and license.
These brands are:
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1.
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SGOCO, our flagship brand;
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4.
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TCL, a licensed brand for monitors that are
sold through our own distribution channels
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For the year ended December 31, 2013, sales of our own-brand
and licensed products represented 69.2% of total sales. Following the adoption of our “light-asset” business model,
the percentage of our own-brand sales should increase as OEM sales are de-emphasized with OEM brands such as AOC and Great Wall
likely to be phased out over the next one or two years.
The Chinese retail computer market is still dominated by small,
do-it-yourself (DIY) or custom-made PC retailers operating out of small stores or kiosks in large “Computer City”
malls. To penetrate this market, we concentrated our own-brand sales through large, financially strong, electronics distributors.
We believe these distributors are the best way to profitably reach the fragmented Chinese market. The distributors have the geographical
customer coverage, logistical support facilities and effective credit controls necessary to properly service this market. While
large consumer electronics retail chains exist in China, these chains have only recently begun to penetrate China’s large
Tier 3 and Tier 4 cities. Moreover, sales to China’s large retail chains often have low margins and long payment terms.
As part of our brand-building strategy, we sell to distributors
under our marketing program rather than selling directly to retailers. By providing signage, marketing materials and sales support
to distributors and their retailers, we raise the profile of our products and the awareness of our brands at the retail level.
Selling to these distributors helps us to diversify our customer base. Additionally, selling directly to distributors who then
sell directly to retailers can reduce the layers in the distribution chain. That potentially leads to greater margins for us,
the distributors, or the retailers.
Our key target markets are China’s rapidly growing Tier
3 and Tier 4 cities. China classifies its cities based upon population size, income and GDP. While Tier 1 cities include metropolitan
cities like Beijing, Shanghai, Guangzhou and Shenzhen, we believe the market opportunities and sales growth potential in Tier
3 and Tier 4 cities are significant. We believe most of our competitors in Tier 3 and Tier 4 cities are relatively unsophisticated
“
shanzhai
” or “knock-off” manufacturers offering generic brands that lack the international quality
standard and significant set of features of SGOCO products.
International brands in China’s Tier 3 and Tier 4 cities
typically have a more layered distribution chain that results in less attractive pricing or margins for end distributors and retailers.
Moreover, customers in Tier 3 and Tier 4 cities are less brand conscious and more value oriented.
Our goal is to establish a dominant market position in selected
Tier 3 and Tier 4 cities. As such, we have focused our marketing and sales efforts on those portions of the Chinese market
and plan to grow our international presence in the future.
Competition
The LCD/LED industry has evolved through rapid innovation and
evolved over the last decade to enable the commercialization of LCD/LED products.
We compete in this increasingly dynamic and demanding market
along with international players and numerous Chinese LCD/LED products companies. Many of those companies are panel makers, equipment
vendors, application developers, and product distributors. Companies that directly compete with us would be system integrators
that have their own distribution channels and focus on providing quality branded products.
Most Chinese companies such as the largest LCD/LED display
company, TPV Technology Ltd. with its flagship brand AOC, are more focused on producing high-volume OEM products. Those products
have lower margins, higher fixed costs and are more vulnerable to fluctuations in key-material cost changes.
Our current major competitors include but are not limited to
AOC, Samsung, Apple, Phillips, Great Wall, LG, HKC, Viewsonic, and BenQ.
Intellectual Property
Prior
to the Sale of Honesty Group, Guanke submitted applications to transfer three trademarks to SGOCO International: “SGOCO”,
“Shangwei” (Chinese name for SGOCO) and “POVIZON;” and Guanwei submitted an application to transfer one
trademark
to SGOCO International.
The State Trademark Bureau examined and approved the “SGOCO”
trademark transfer on July 31, 2012 and the remaining trademark transfers were approved on May 20, 2012.
As of
March 1, 2013, SGOCO owns the following trademarks: “SGOCO”, “Shangwei” (Chinese name for SGOCO),
and “POVIZON”
There are no legal disputes pending or threatened against us
for any claimed intellectual property infringement as of the date of this Annual Report.
Brand-Usage Agreement
In June 2010, we entered into a three-year brand usage agreement
with TCL Business System Technology (Huizhou) Co. Ltd., a Chinese television manufacturer and distributor, pursuant to which the
Company will design and sell TCL branded LCD/LED monitors from July 1, 2010 to June 30, 2013. There are no minimum purchase requirements
in the agreement.
On April 1, 2012, we contracted with TCL Business System Technology
(Huizhou) Co. Ltd. to be the exclusive distributor in China for TCL brand display products. This agreement effectively replaces
the June 2010 agreement signed with TCL Business System Technology (Huizhou) Co. Ltd. The agreement will expire on April 1, 2015.
TCL may terminate the contract if the Company fails to meet the sales targets as stated in the agreement. Brand licensing fees
are to be paid to TCL based on sales. The Company was unable to meet the sales target for 2012 and 2013. During 2013, the Company
negotiated with TCL and mutually agreed to terminate the contract in June 2013.
C. Regulations.
Chinese government subsidies
The Company is entitled to receive grants from the PRC municipal
government under various local government programs. For the years ended December 31, 2013, 2012 and 2011, the Company received
grants of $0.3 million, nil, and $1.0 million, respectively, from the PRC municipal government. The grants that the Company received
in 2013 and 2011 did not have specific requirements of usage or other condition, and they were recorded as other income upon receipt.
Environmental
After the Sale of Honesty Group, SGOCO was not subject to environmental
impact evaluations by the local Environmental Protection Bureau.
As a subsidiary of the Company prior to the Sale of Honesty
Group, Guanke obtained approval on September 25, 2009 from Jinjiang Environmental Protection Bureau on the environmental impact
evaluations for its current facilities in Guanke Technology Park. It is valid for four years. The approvals concluded that
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1.
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Guanke’s project is consistent with the
national industrial policies; and
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2.
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by proper operation, management, and supervision,
the construction and normal operation of the project will not create material negative impact on the environment.
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Guancheng and Guanwei engaged Xiamen New Green Environment
Development Co., Ltd. to conduct the construction project environmental impact evaluations on May 3, 2007, and May 5, 2007, respectively.
The evaluation reports were approved by Jinjiang Environment Protection Bureau on June 20, 2007. The approval concluded that the
construction and operations in Guanke Technology Park were acceptable from an environmental protection perspective.
Foreign Exchange Control and Administration
Foreign exchange in China is primarily regulated by the Foreign
Currency Administration Rules (1996) and the Administration Rules of the Settlement, Sale and Payment of Foreign Exchange (1996).
Under the Foreign Currency Administration Rules, the RMB is
convertible for current account items, including distributing dividends, making interest payments, and engaging in trade and service-related
foreign exchange transactions. Conversion of RMB into foreign currency for capital account items, such as direct investment, loans,
investment in securities and repatriation of funds, however, is still subject to SAFE’s approval. Under the Administration
Rules, foreign-invested enterprises may only buy, sell and remit foreign currencies at banks authorized to conduct foreign exchange
transactions after providing valid commercial documents and, in the case of capital account item transactions, only after obtaining
approval from SAFE.
Under the Foreign Currency Administration Rules, foreign invested
enterprises must complete the foreign exchange registration and obtain the registration certificate. SGOCO (Fujian), Beijing SGOCO
and SGOCO Shenzhen have complied with these requirements. The profit repatriated to us from SGOCO (Fujian), Beijing SGOCO and
SGOCO Shenzhen, however, are not subject to the approval of the foreign exchange authority, because it is a current account item
transaction.
The value of the RMB against the U.S. Dollars and other currencies
may fluctuate and is affected by, among other things, changes in China’s political and economic conditions. Historically,
the conversion of RMB into foreign currencies, including U.S. Dollars, has been based on rates set by the People’s Bank
of China. On July 21, 2005, the PRC government changed its policy of pegging the value of the RMB to the U.S. Dollars. Under the
new policy, the RMB is permitted to fluctuate within a band against a basket of certain foreign currencies.
On June 19, 2010, the People’s Bank of China released
a statement indicating that it would “proceed further with reform of the RMB exchange rate regime and increase the RMB exchange
rate flexibility.” There remains significant international pressure on the PRC government to adopt a substantial liberalization
of its currency policy, which could result in a further and more significant appreciation in the RMB’s value against the
U.S. Dollars.
On March 17, 2014, the People’s Bank of China announced
that the RMB exchange rate flexibility increased to 2% in order to proceed further with reform of the RMB exchange rate regime.
These could result in a further and more significant floatation in the RMB’s value against the U.S. Dollars.
Regulation on PRC Resident’s Participation of Share
Option Plan Offered by an Offshore Company
The regulations governing foreign exchange matters of PRC residents
promulgated by the People’s Bank of China require an employee share option plan or restricted share unit scheme offered
by an offshore listed company to be filed with and approved by SAFE. A special bank account must be opened in the PRC to receive,
and subsequently allocate to the participating PRC residents, the proceeds or dividends derived from such share option plan.
D. Organizational structure.
The following diagram sets forth our corporate structure as
of the date of this Annual Report:
(1) The directors of SGOCO International
are Mr. Tin Man Or and Mr. David Xu. Mr. David Xu is also the officer of SGOCO International.
(2) SGO is SGOCO’s operational
subsidiary in the U.S. The sole officer and director of SGO is Mr. David Xu.
(3) Beijing SGOCO is one of SGOCO’s
operational subsidiaries in the PRC. The officer of Beijing SGOCO is Mr. David Xu. The legal representative of Beijing SGOCO is
Mr. Qinghong Deng; and
(4) SGOCO (Fujian) is one of SGOCO’s
operational subsidiaries in the PRC. The officer is Mr. David Xu. The legal representative of SGOCO (Fujian) is Mr. Hong Cheng.
(5) SGOCO Shenzhen is one of SGOCO’s
operational subsidiaries in the PRC. The officer of SGOCO Shenzhen is Mr. David Xu. The legal representative of SGOCO Shenzhen
is Mr. Wenli Hong.
E. Property, plant and equipment.
After the Sale of Honesty Group in November 2011, SGOCO
has no production facility but owns equipment used for research and development. It also owns vehicles and office equipment.
Its principal office is located in Hong Kong. Its operating companies are located in Bejing, Shenzhen and Jinjiang, Fujian
Province, China.
ITEM 4A. UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
A. Operating results.
The following discussion should be read in conjunction with
the audited consolidated financial statements and related notes which appear elsewhere in this Annual Report. This discussion
contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those
anticipated in these forward-looking statements as a result of various factors, including those discussed elsewhere in this Annual
Report, including those set forth under “Item 3. Key Information — D. Risk Factors.”
Our financial statements are prepared in U.S. $ and
according to accounting principles generally accepted in the U.S. See “Foreign Exchange Risk” below for
information concerning the exchanges rates at which RMB were translated into U.S. Dollars at on various pertinent dates and
for pertinent periods.
Overview
We are a Cayman Islands company that is focused on developing
our own-brands and distributing our branded products in the Chinese flat-panel display market. Our main products are LCD/LED monitors,
TVs, All-in-One (“AIO”) and Part-in-One (“PIO”) computers and other application-specific products.
As of December 31, 2013, our primary business operations were
conducted through SGOCO International, and its wholly owned PRC subsidiary, SGOCO (Fujian). Our main focus is on developing branded
LCD/LED products for sale to the Chinese flat-panel display market.
Currently, LCD/LED monitors form the core of our product portfolio.
Our mission is to offer high quality LCD/LED products under brands that we control and license such as “SGOCO,” “No.
10,” “POVIZON,” and “TCL” to consumers residing in China’s Tier 3 and Tier 4 cities.
We are also developing and selling AIO and PIO computer through
our distribution network.
Currently, the majority of our product sales are made to large,
well-established, electronics distributors and trading companies, which then sell our products through their own sales channels.
As part of our brand-building strategy, commencing from the
beginning of 2009, we also sell to distributors under our marketing program.
We do not sell our products directly to retailers. But, by
providing signage, marketing materials and sales support to distributors and their retailers under the marketing program, we raise
the profile of our products and the awareness of our brands at the retail level. Selling to these distributors helps us to diversify
our customer base. Additionally, selling directly to distributors who then sell directly to retailers can reduce the layers in
the distribution chain potentially leading to greater margins for us, the distributors, or the retailers.
Following the Sale of Honesty Group, we operate on a “light-asset”
business model, which is marketing-driven with multiple brands. Our business model consists of the following three key elements:
|
1.
|
an actively-managed portfolio of brands that
have strong, local appeal;
|
|
2.
|
a world-class quality, design engineering, and
product development capability that supports our distribution channels and brand portfolio; and
|
|
3.
|
a “light-asset” model that provides
the flexibility to source from low-cost suppliers that meet our high quality standards.
|
By integrating these three elements and combining them with
our marketing program, we are able to leverage opportunities across the entire value chain and create a competitive advantage
for SGOCO.
In evaluating our financial condition and results of operations,
attention should be drawn to the following areas:
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1.
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Sale
of Honesty Group.
|
On November 15, 2011, the Company entered into a
Sales and Purchase Agreement to sell its 100% ownership interest in Honesty Group to Apex for $76.0 million in total consideration.
The Agreement was signed by both the Seller and the Purchaser; shareholder ownership was transferred; and the director of Honesty
Group was changed the same day.
The Company’s management considers November
30, 2011 as the disposal effective date since the operational and management control over Honesty Group was shifted from SGOCO
to Apex on November 30, 2011.
The consideration was paid in installments and was
paid in full in May 2012.
Mr. Tin Man Or owns 100% of Sun Zone Investments
Limited. As of the date of this Annual Report, Sun Zone owned approximately 53.0% of the outstanding ordinary shares of
SGOCO. Ms. Shuk Yu Wong is the spouse of Mr. Tin Man Or. Ms. Ming Suen Jorine Or is the daughter of Mr. Tin Man Or. Mr. Tin
Man Or is also Chairman of our company and Sun Zone Investments Limited.
Prior to the Sale of Honesty Group, including its
manufacturing assets, to Apex, Apex was an independent third party. It had no relationships with any of SGOCO’s Board members
or management in 2011 (including former Chairman and CEO, Mr. Burnette Or, Chairman Mr. Tin Man Or and CEO, Mr. David Xu); Ms.
Shuk Yu Wong; and Ms. Ming Suen Jorine Or. In addition, Apex had no relationship with Sun Zone Investments Limited.
Honesty Group and its subsidiaries represented our
core manufacturing facility along with land, buildings and production equipment. The Sale of Honesty Group allowed us to transition
to a “light-asset” business model with greater flexibility and scalability. This model allows us to focus our operations
on designing, branding, marketing and distributing LCD/LED products in China. Following the Sale of Honesty Group, the Company
outsourced its manufacturing operations to Honesty Group.
The decision to outsource will not eliminate the related
operations and cash flows from the ongoing operations of the Company. The operations of Honesty Group are reflected in our 2011
financial statements through November 30, 2011, which was the completion date of the sale of Honesty. As a result, past performance
may not be indicative of future performance;
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2.
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Limited
operating history.
We have a limited operating history, and our future prospects are subject to risks and uncertainties beyond
our control. Honesty Group commenced its business in 2005 and expanded its operations in recent years. In addition, we changed
our strategic marketing, distribution, and business model in recent years; and
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3.
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Currency
Conversions.
Our former PRC subsidiaries, Guanke, Guanwei and Guancheng maintained, and our current PRC subsidiaries,
SGOCO (Fujian), Beijing SGOCO and SGOCO Shenzhen, maintain their books and records in RMB, the lawful currency of China. In general,
for consolidation purposes, we translate the subsidiaries' assets and liabilities using the applicable closing exchange rates
prevailing at the balance sheet date, and the statements of income and cash flows are translated at the applicable average exchange
rates during the reporting period. Adjustments resulting from the translation of the subsidiaries' financial statements are recorded
as accumulated other comprehensive income.
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The balance sheet amounts with the exception of equity were
translated using RMB6.10 and RMB6.29 to $1.00 at December 31, 2013 and 2012, respectively. The equity accounts were stated at
their historical exchange rates. The average translation rates applied to the income and cash flow statement amounts for the years
ended December 31, 2013, 2012, and 2011 were RMB6.20, RMB6.31 and RMB6.46 to $1.00, respectively.
Critical Accounting Estimates
Our management’s discussion and analysis of our financial
condition and results of operations are based on our audited consolidated financial statements included with this Annual Report
which have been prepared in accordance with accounting principles generally accepted in the United States of America, or U.S.
GAAP. Preparing financial statements in accordance with U.S. GAAP requires that our management make estimates and assumptions
affecting:
|
1.
|
the reported amounts of
assets and liabilities, including the recoverability of tangible and intangible assets;
|
|
2.
|
disclosure of contingent
assets and liabilities as of the date of the financial statements; and
|
|
3.
|
the reported amounts of
expenses during the periods covered.
|
A summary of accounting policies that have been applied to
the historical financial statements can be found in the Notes to the Consolidated Financial Statements.
Our management evaluates our estimates on an on-going basis.
The most significant estimates relate to collectability of receivables and the fair value and accounting treatment of financial
instruments. We based our estimates on our historical and industry experience and on various other assumptions that we believe
to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of
assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from those estimates.
The following is a brief discussion of these critical accounting
policies and methods, and the judgments and estimates used by us in their application:
Accounts receivable and other receivables
Our management reviews the composition of receivables and analyzes
historical bad debts, customer concentration, customer credit worthiness, current economic trends and changes in customer payment
patterns to determine if the allowance for doubtful accounts is adequate. An estimate for doubtful accounts is made when collection
of the full amount is no longer probable. Delinquent account balances are written-off after management has determined that the
likelihood of collection is not probable. In addition, known bad debts are written off against allowance for doubtful accounts
when identified.
While we loosen credit terms for customers that have had long-term
relationships with us, we also perform credit checks on new customers to determine their financial strength. Further, as a part
of the allowance assessment process, our management reviews payment history.
The aforementioned procedures all rely on historical performance.
However, historical results are not indicative of future collection performance, which may expose us to adjustments with a material
impact on our financial performance.
Certain of our accounts receivable are sold with recourse to
banks in Hong Kong. The sales of these receivables have been accounted for as short-term loans, as we have not met the criteria
for sale treatment in accordance with Accounting Standards Codification (ASC) 860-30, Transfers and Servicing - Secured Borrowing
and Collateral. The principal amount of the accounts receivable sold with recourse is included in both accounts receivable,
net and short-term loan until the underlying obligations are ultimately satisfied through payment by the customers to the banks. As
of December 31, 2013 and 2012, the principal amount of such factored receivable included in accounts receivable, net and
short-term loan in the accompanying consolidated balance sheets totaled $2.6 million and $6.2 million, respectively.
Fair value of financial instruments
We generally do not use derivative financial instruments to
hedge exposures to cash-flow risks or market-risks. However, certain financial instruments, such as warrants, which are denominated
in U.S. Dollars, a currency other than RMB, our functional currency and therefore not considered as indexed to our own stock,
are classified as derivative liabilities. Determining the fair value of derivative financial instruments involves judgment and
the use of certain relevant assumptions including, but not limited to, interest-rate risk, credit risk, and equivalent volatility.
The use of different assumptions could have a material effect on the estimated fair values.
Share-based compensation
We account for equity instruments issued in exchange for the
receipt of goods or services from consultants in accordance with the accounting standards regarding accounting for stock-based
compensation and accounting for equity instruments that are issued to other than employees for acquiring or in conjunction with
selling goods or services. Costs are measured at the estimated fair market value of the consideration received or the estimated
fair value of the equity instruments issued, whichever is more reliably determinable. The value of equity instruments issued for
consideration other than employee services is determined on the earlier of a performance commitment or completion of performance
by the provider of goods or services as defined by these accounting standards. In the case of equity instruments issued to consultants,
the fair value of the equity instrument is recognized over the term of the consulting agreement if there is a term.
We account for equity instruments issued in exchange for the
receipt of services from employees in the financial statements based on their fair values at the date of grant. The fair value
of awards is amortized over the requisite service period.
Analysis of Results of Operations
Comparison of Fiscal Years Ended December
31, 2013 and 2012
Revenue
Our sales were $201.0 million for the year ended December 31,
2013, which increased by $34.3 million, or 20.6% from $166.7 million in the year ended December 31, 2012. The increase in sales
revenue was primarily attributable to the increase in sales volumes for our display products which offset the decrease in the
average selling price and additional revenue contribution from new products launched.
Sales revenue from our top ten customers was approximately
$143.4 million, or 71.3% of the total sales for the year ended December 31, 2013, which compared with $117.9 million, or 70.7%
of total sales generated from our top-ten customers for the year ended December 31, 2012. The top two customers accounted for
36.5% of total sales in 2013. We concentrate our sales efforts in the Tier 3 and Tier 4 cities to large local distributors that
include state-owned enterprises, listed companies, and overseas trading companies. We choose our distributors based on selection
criteria, which includes their local presence, distribution channels, working capital conditions, and the feasibility of building
long-term relationships with the ones with which we are able to negotiate the most favorable terms.
The percentage of revenues from SGOCO Brand and Licensed Brands,
Key Accounts sales and others for the years ended December 31, 2013 and 2012 are as follows:
|
|
For the
years ended
December 31,
|
|
|
|
2013
|
|
|
2012
|
|
SGOCO Brand and Licensed Brands
|
|
|
69.2
|
%
|
|
|
70.6
|
%
|
Key Accounts sales
|
|
|
24.6
|
|
|
|
29.4
|
|
Others
|
|
|
6.2
|
|
|
|
-
|
|
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
Cost of goods sold
For the year ended December 31, 2013, cost of goods sold increased
by $30.8 million, or 20.0%, to $185.0 million from $154.2 million for the year ended December 31, 2012. The increase in the cost
of goods sold was in line with the increase in sales.
After the Sales of Honesty Group, our cost of goods sold consisted
of the cost of finished products purchased from outsourced manufacturers, including Honesty Group and its subsidiaries and other
suppliers. The amount of finished products purchased from Honesty Group and its subsidiaries for the fiscal year ended December
31, 2013 was $78.5 million as shown below:
|
|
(In thousand)
|
|
Purchases from Guancheng
|
|
$
|
5,104
|
|
Purchases from Guanke
|
|
|
125
|
|
Purchases from Guanwei
|
|
|
705
|
|
Purchases from Honesty Group
|
|
|
72,583
|
|
Total purchases from Honesty Group and its subsidiaries
|
|
$
|
78,517
|
|
Gross margin
Gross profit for the fiscal year ended December 31, 2013 was
$15.9 million, an increase of $3.4 million, or 27.6% from $12.5 million for the prior fiscal year. As a percentage of total sales,
our overall gross margin was 7.9% for the year ended December 31, 2013 as compared to 7.5% for the previous fiscal year. The increase
in gross margin was mainly due to the Company’s efforts in securing businesses with higher gross profit margins and better
cost efficiency gained through sourcing from suppliers offering lower product costs during the year.
Selling expenses
During the year ended December 31, 2013, selling expenses were
approximately $1.1 million, an increase of $0.4 million, or 60.1%, from $0.7 million compared with the fiscal year.
The year-over-year increase in selling expenses was primarily
due to the increase in sales volume and the establishment of our new sales office in Shenzhen. Selling expenses include sales
staff’s salary and benefits, transportation and marketing program expenses, etc.
General and administrative expenses
General and administrative expenses amounted to approximately
$3.8 million for the year ended December 31, 2013, $1.5 million or 28.6% lower than $5.3 million for the previous fiscal year.
General and administrative expenses include office staff salary
and benefits, legal, auditors’ and consultants’ fees, office expenses, travel expenses, entertainment, research and
development and similar costs. The decrease in general and administrative expenses was mainly due to reduction in professional
fees by $1.7 million related to the Company’s NASDAQ trading halt and changing auditors in 2012.
Selling, general and administrative expenses for the fiscal
year ended December 31, 2013 were $4.9 million, or 2.4% of total revenues, as compared with $6.0 million, or 3.6% of total revenues
for the prior fiscal year.
Interest expense
Interest expense was approximately $0.3 million for the fiscal
year ended December 31, 2013, an increase of $0.2 million, or 329.6%, from $0.1 million in the previous fiscal year. The increase
in interest expense was due to the addition of a one-year bank loan of $4.1 million from China Everbright Bank and the increase
of discounting of accounts receivable with recourse to banks in order to generate faster cash flows in 2013 as compared to 2012.
Income before income taxes
As a result of the foregoing factors including increased sales
and gross profit, income before taxes was $11.0 million for the year ended December 31, 2013, an increase of $4.6 million, or
72.3% from $6.4 million for fiscal year of 2012.
Income taxes
Income tax was $2.6 million in the fiscal year of 2013 as compared
with $2.2 million for the fiscal year of 2012.
There were no significant income tax rate changes for any of
the Company’s legal entities in 2013. Our PRC entities in 2013 and 2012 were subject to the statutory PRC enterprise income
tax rate of 25%. Our subsidiary in Hong Kong is subject to Hong Kong taxation on income deriving from its activities conducted
in Hong Kong at a rate of 16.5%. Excluding the tax effect of the non-taxable fair value change in warrant derivative liability
and the loss incurred by certain of our PRC subsidiaries and our holding company incorporated in the Cayman Islands, effective
income tax rates were 20.7% and 23.6% in 2013 and 2012, respectively.
Net income
As a result of the various factors described above, net income
for the year ended December 31, 2013 was $8.4 million, as compared to $4.2 million for 2012. The net income margins were 4.2%
and 2.5% for the years ended December 31, 2013 and 2012, respectively. The higher margin in 2013 was primarily attributable to
improvement on gross margins of our products sold and reduction in professional fees.
Comparison of Fiscal Years Ended December
31, 2012 and 2011
Revenue
Our sales were $166.7 million for the year ended December 31,
2012, which decreased by $146.4 million, or 46.8% from $313.1 million in the year ended December 31, 2011. The decrease in sales
revenue was primarily attributable to changed client mix, reduced sales volumes, and decreased average selling price of our display
products due to increased competition in China’s general display market.
Sales revenue from our top ten customers was approximately
$117.9 million, or 70.7% of the total sales for the year ended December 31, 2012, which compared with $222.3 million, or 71.0%
of total sales generated from our top-ten customers for the year ended December 31, 2011. The top three customers for the year
ended December 31, 2012 accounted for 36.5% of total sales in 2012. The top three customers in 2012 were also in the top-ten-customer
list for the fiscal year of 2011. We concentrate our sales efforts in the Tier 3 and Tier 4 cities to large local distributors
that include state-owned enterprises, listed companies, and overseas trading companies. We choose our distributors based on selection
criteria, which includes their local presence, distribution channels, working capital conditions, and the feasibility of building
long-term relationships with the ones with which we are able to negotiate the most favorable terms.
The percentage of revenues from SGOCO
Brand and Licensed Brands, Key Accounts sales and others for the years ended December 31, 2012 and 2011 are as follows:
|
|
For the
years ended
December 31,
|
|
|
|
2012
|
|
|
2011
|
|
SGOCO Brand and Licensed Brands
|
|
|
70.6
|
%
|
|
|
61.5
|
%
|
Key Accounts sales
|
|
|
29.4
|
|
|
|
32.0
|
|
Others
|
|
|
-
|
|
|
|
6.5
|
|
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
Cost of goods sold
For the year ended December 31, 2012, cost of goods sold decreased
by $125.2 million, or 44.8%, to $154.2 million from $279.4 million for the year ended December 31, 2011. The decrease in the cost
of goods sold was mainly due to reduced sales volumes for our display products.
After the Sales of Honesty Group, our cost of goods sold consisted
of the cost of finished products purchased from outsourced manufacturers, including Honesty Group and its subsidiaries, Guanke
and other suppliers. The amount of finished products purchased from Honesty Group and its subsidiaries for the fiscal year ended
December 31, 2012 after the Sale of Honesty Group was $119.3 million as shown below:
|
|
(In thousand)
|
|
Purchases from Guancheng
|
|
$
|
10,662
|
|
Purchases from Guanke
|
|
|
22,729
|
|
Purchases from Jinjiang Guanke
|
|
|
524
|
|
Purchases from Guanwei
|
|
|
7,067
|
|
Purchases from Honesty Group
|
|
|
78,356
|
|
Total Purchases from Honesty Group and its subsidiaries
|
|
$
|
119,338
|
|
Gross margin
Gross profit for the fiscal year ended December 31, 2012 was
$12.5 million, a decrease of $21.3 million, or 63.0% from $33.7 million for the prior fiscal year. As a percentage of total sales,
our overall gross margin was 7.5% for the year ended December 31, 2012 as compared to 10.8% for the previous fiscal year. Gross
margin during 2012 was negatively impacted by the increased fees charged by Chinese authorities for recycling imported monitors,
price decreases in monitors, and added costs for outsourcing manufacturing as we do not own any manufacturing facilities.
Because of our transition to a “light-asset” business
model, the Company focuses on the sales and distribution of its own SGOCO brands and licensed TCL and Founder brands, which had
8.4% gross margin as compared to a 6.2% gross margin for key accounts sales for the fiscal year of 2012. The Company also focuses
on selling more application-specific products with higher gross margins.
Selling expenses
During the year ended December 31, 2012, selling expenses were
approximately $0.7 million, a decrease of $1.0 million, or 60.7%, down from $1.7 million in the comparable period of prior fiscal
year.
The year-over-year decrease in selling expenses was primarily
impacted by reduced sales volume and its related fees. Selling expenses include sales staff’s salary and benefits, transportation
fees, customs duties, sales agent fees, marketing program expenses, etc.
General and administrative expenses
General and administrative expenses amounted to approximately
$5.3 million for the year ended December 31, 2012, 7.9% lower than $5.8 million for the previous fiscal year.
General and administrative expenses include office staff salary
and benefits, legal, auditors’ and consultants’ fees, office expenses, travel expenses, entertainment, research and
development and IT expenses, and similar costs.
Selling, general and administrative expenses for the fiscal
year ended December 31, 2012 were $6.0 million, or 3.6% of total revenues, as compared with $7.5 million, or 2.4% of total revenues
for the prior fiscal year. The percentage increase in selling, general and administrative expenses was mainly due to expenses
of over $1.7 million in professional fees related to the Company’s NASDAQ trading halt and changing auditors in 2012.
Interest expense
Net interest expense was approximately $0.1 million for the
fiscal year ended December 31, 2012, a decrease of $1.7 million, or approximately 97.1%, down from $1.8 million in the previous
fiscal year. Interest expenses became minimal, because after the Sale of Honesty Group, SGOCO had eliminated all of its outstanding
loans from banks except for accounts receivable sold with recourse to bank in Hong Kong and is operating on a virtually debt-free
“light-asset” business model.
Income before income taxes
As a result of the foregoing factors including reduced sales
and gross profit, income before taxes was $6.4 million for the year ended December 31, 2012, a decrease of $18.9 million, or 74.8%
from $25.3 million for fiscal year of 2011.
Income taxes
Income tax was $2.2 million in fiscal year of 2012 as compared
with $8.7 million for the fiscal year of 2011.
There were no significant income tax rate changes for any of
the Company’s legal entities in 2012. Our PRC entities in 2012 and 2011 were subject to the statutory PRC enterprise income
tax rate of 25%, except for Guanke which was granted a preferential tax rate of 12.5%. Excluding the tax effect from the Sale
of Honesty Group, the non-taxable fair value change in warrant derivative liability and the loss incurred by certain of our PRC
subsidiaries and our holding company incorporated in the Cayman Islands, where there is no tax. Effective income tax rates were
23.6% and 13.6% in 2012 and 2011, respectively.
Net income
As a result of the various factors described above, net income
for the year ended December 31, 2012 was $4.2 million, as compared to $16.6 million for 2011. The net income margins were 2.5%
and 5.3% for the years ended December 31, 2012 and 2011, respectively. The lower margin in 2012 was primarily attributable to
third-party expenses including one-time professional fees, increased fees charged by Chinese authorities for recycling imported
monitors, price decreases in monitors, and reduction of gross margin through outsourcing manufacturing as we do not own any manufacturing
facilities.
Inflation
According to the National Bureau of Statistics of China
www.stats.gov.cn
,
the annual average percent changes in the consumer price index in China for 2013, 2012 and 2011 were an increase of 2.6%, an
increase of 2.6%, and an increase of 5.4%, respectively.
We have not been materially affected by inflation in the past.
But, we can provide no assurance that we will not be affected in the future by higher rates of inflation in China.
Analysis of Financial Condition
Comparison as of December 31, 2013
and December 31, 2012
Accounts Receivable
Accounts receivable decreased to $48.1 million as of December
31, 2013, from $59.4 million as of December 31, 2012. The decrease in accounts receivable was primarily attributed to the decrease
in the fourth quarter sales when compared to 2012. Accounts receivable on December 31, 2013 primarily represented the receivables
of both SGOCO International and SGOCO (Fujian).
Our major customers are large well-established distributors
and trading companies with relatively strong financial strength and credits. Careful monitoring of the credit quality of our customers
enabled us to avoid experiencing any major losses in our accounts receivables.
Concentration of risks
Our operations are carried out in the PRC and its operations
in the PRC are subject to specific considerations and significant risks not typically associated with companies in North America
and Western Europe. These include risks associated with, among others, the political, economic and legal environments and foreign
currency exchange. Our results may be adversely affected by changes in government policies regarding laws and regulations, anti-inflationary
measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things.
Financial instruments that subject us to a concentration of
credit risk consist of cash and accounts receivable. We maintain balances at financial institutions located in Hong Kong, China
and the U.S. From time-to-time, balances in Hong Kong and the U.S. may exceed the Hong Kong Deposit Protection Board insured limits
for the banks located in Hong Kong and FDIC deposit insurance limits for banks located in the U.S. Balances at financial institutions
or state owned banks within the PRC are not insured. As of December 31, 2013 and 2012, we had deposits, in excess of insured limits
totaling $13.3 million and $11.4 million, respectively. We have not experienced any losses in such accounts and believe we are
not exposed to any significant risks to the cash in our bank accounts.
We provide unsecured credit terms for sales to certain customers.
As a result, there are credit risks with the accounts receivable balances. We constantly re-evaluate the credit worthiness of
customers buying on credit and maintain an allowance for doubtful accounts.
Sales revenue from two major customers was $73.5 million, or
approximately 36.5% of our total sales for the year ended December 31, 2013, with each customer individually accounting for 22.3%
and 14.2% of revenue, respectively. No other single customer accounted for more than 10% of our total revenues in 2013. Our accounts
receivable from these customers was approximately $15.9 million as of December 31, 2013.
Sales revenue from three major customers was $61.5 million,
or approximately 36.9% of our total sales for the year ended December 31, 2012, with each customer individually accounting for
17.3%, 9.5% and 10.1% of revenue, respectively. No other single customer accounted for more than 10% of our total revenues in
2012. Our accounts receivable from these customers was approximately $19.4 million as of December 31, 2012.
Sales revenue from two major customers was $96.7 million approximately
30.9% of our total sales for the year ended December 31, 2011, with each customer individually accounting for 19.2% and 11.7%
of revenue, respectively. No other single customer accounted for more than 10% of our total revenues in 2011. Our accounts receivable
from these customers was approximately $6.4 million as of December 31, 2011.
Two major vendors provided approximately 71.0% of total purchases
(including 42.4% of purchases from Honesty Group) by the Company during the year ended December 31, 2013. The Company had made
advances of $32.8 million and a rental deposit of $10,000 to these vendors as of December 31, 2013.
One major vendor (Honesty Group) provided approximately 77.4%
of total purchases by us during the year ended December 31, 2012. We had made advances of $9.4 million, rental deposit of $10,000
and owed accounts payable to this vendor of $2.0 million as of December 31, 2012
Another major vendor provided approximately 22.7% of total
purchases by us during the year ended December 31, 2011. We had no accounts payable due to this vendor as of December 31, 2011.
Inventory
Inventory increased to $7.0 million as of December 31,
2013 from $5.7 million as of December 31, 2012. The increase in inventory was primarily due to the high level of inventory
required to fulfill the purchases orders before the Chinese Lunar New Year holidays in January 2014.
Advances to suppliers
Advances to suppliers increased to $33.8 million as of December
31, 2013 from $28.5 million as of December 31, 2012. The increase in advances to suppliers was primarily due to higher deposits
required from suppliers of finished goods.
Cash and cash equivalents
As of December 31, 2013, the Company held $13.5 million in
cash and cash equivalents and $87.6 million in working capital. As of December 31, 2012, we had $11.5 million in cash and cash
equivalents and $78.1 million in working capital. The current ratios were 6.2 and 3.9 as of December 31, 2013 and 2012, respectively.
B. Liquidity and capital resources.
After the Sale of Honesty Group, SGOCO’s current asset
position continues to increase while its capital expenditures and liabilities were reduced to a low level with the “light-asset”
business model. The liquidity ratios of the Company continue to improve and capital requirements continue to decrease.
Revenue in 2013 increased 20.6%. For the fiscal year of 2013,
accounts receivable turnover was 3.7x (or a 98-day average collection period, or ACP), which compares with an accounts receivable
turnover of 4.2x (or a 87-day average collection period, or ACP) from the prior fiscal year. The longer payment terms granted
to customers were largely the Company’s efforts in retaining quality distributors in the face of increased competition in
China’s general display markets.
Our 2013 inventory turnover rate slowed down to 29.0x (or
13 days on hand, or DOH) from 40.6x (or 9 days on hand) in 2012. The slowdown in inventory turnover was primarily due to the
high level of inventory required to fulfill the purchases orders before the Chinese Lunar New Year holidays in January
2014.
We will monitor the market situation closely and continue the
strategy of prepaying our suppliers to ensure the supply of products at relatively lower cost levels. As of December 31, 2013,
we had 9 suppliers as compared to 13 suppliers as of December 31, 2012 that we had made advances to secure our products needs
and to obtain favorable pricing. We will continue to closely manage these advances to balance the need for lower products cost
and sufficient cash flow.
Costs of goods sold increased in 2013 by 20.0%. However,
at the same time we accelerated our accounts payable turnover to 26.3x (or 14 days average payment period) from 18.5x (or 20 days
average payment period) in 2012. The speed with which we pay our vendors is balanced against our desire to maintain a continued,
timely access to quality supplies of products.
Our principal source of liquidity in 2013 has been cash generated
by our operations and borrowings. As of December 31, 2013, we held $13.5 million in cash and cash equivalents and had working
capital of $87.6 million. Our cash and cash equivalents consist of cash on hand and demand deposits in accounts maintained with
financial institutions or state owned banks within the PRC, Hong Kong and the U.S.
We have in the past been able to renew our credit facilities.
As of December 31, 2013, SGOCO has a short-term bank loan borrowed in the PRC and accounts receivable sold with recourse to banks
in Hong Kong.
To raise additional financing, we may sell additional equity
or debt securities or borrow from lending institutions. Financing may be unavailable in the amounts we need or on terms acceptable
to us. The sale of additional equity securities, including convertible debt securities, would dilute our earnings per share. The
incurrence of debt would divert cash from working capital and capital expenditures to service debt obligations and could result
in operating and financial covenants that restrict our operations and ability to pay dividends to shareholders, among other restrictions.
If we cannot obtain additional equity or debt financing as required, we will, among other things, be required to tighten credit
terms, hold less inventory, reduce advances to suppliers and slow down investment in capital expenditures, which would result
in slower growth in revenues and profits.
Debt
As of December 31, 2013, SGOCO have a short-term bank loan
borrowed in PRC and accounts receivable sold with recourse to banks in Hong Kong.
At December 31, 2013 we had agreements with banks in Hong
Kong under which we sell trade receivables with recourse and a credit facility with China Everbright Bank in the PRC, as follows:
Description
|
|
Principal
Amount
Outstanding
(In thousand)
|
|
|
Interest Rate(s)
|
|
Expiration Date(s)
|
|
|
|
|
|
|
|
|
|
Agreements for sale of receivables
|
|
$
|
2,633
|
|
|
1.6%-1.7%
|
|
January 21, 2014
|
Credit facility
|
|
$
|
4,101
|
|
|
7.2%
|
|
September 25, 2014
|
As of December 31, 2012, Sun Zone had loaned $0.2 million to
the Company. The loan was for the purpose of SGOCO’s working capital needs, and was non-interest bearing, unsecured and
fully paid in July 2013.
Intercompany Loans and Capital Contributions
We may make loans or additional capital contributions to our
PRC subsidiaries to finance their operations. Any loans or capital contributions to our PRC operating subsidiaries are subject
to restrictions or approvals under PRC laws, rules and regulations. For example, loans by us to our operating subsidiaries in
China, which are foreign-invested enterprises, to finance their activities may not exceed statutory limits and must be registered
with the local SAFE branch. We may also decide to finance our PRC operating subsidiaries by making additional capital contributions
to such entities. The PRC Ministry of Commerce or its local counterparts must approve these capital contributions. We have been
able to obtain these government approvals in the past. But, we cannot be sure that we will be able to obtain these government
approvals on a timely basis, if at all, regarding any such loans or capital contributions. If we fail to receive such approvals,
our ability to use the proceeds of any equity or debt offerings to capitalize our PRC operations may be negatively affected, which
could adversely affect our ability to fund and expand our business.
Related Party Transactions
During the year ended December 31, 2013, there were no related
party transactions except for the repayment of the loan to Sun Zone of $0.2 million.
C. Research and development, patents and licenses, etc.
Product Development
Starting in 2009, we initiated several product development
initiatives aimed at meeting evolving market demand and at strengthening our position as a value-priced producer of branded LCD/LED
products.
We are designing, engineering and testing several new products
for future introduction based on market demand: e-Boards; AIO; PIO; internet TV (LCD/LED TV with web browsing capability); mobile
internet devices such as tablet PCs; netbooks; multi-touch screen monitors; e-Readers; 3D LCD/LED TVs; LED-backlit monitors; and
large-scale, multi-screen display systems for advertising, public announcement and other institutional uses.
We are also creating prototypes of our own LED backlight module
to replace conventional CFL backlights in a new family of thin LCD/LED monitors. We also began work on developing a module design
suitable for mass production on our existing tools. We have historically outsourced a significant portion of our product development
to third-party design houses working on a project basis. This has allowed us to control engineering expenses and increase revenues
on a larger base. Going forward, we anticipate bringing more of these critical engineering functions in-house.
Research and development costs are expensed as incurred and
are included in general and administrative expenses. The costs of material and equipment that are acquired or constructed for
research and development activities and have alternative future uses are classified as plant and equipment and depreciated over
their estimated useful lives. Research and development costs for the years ended December 31, 2013, 2012 and 2011 amounted to
$0.2 million, $0.2 million and $0.3 million, respectively.
D. Trend information.
Other than as disclosed elsewhere in this document, we are
not aware of any trends, uncertainties, demands, commitments or events since January 1, 2014 that are reasonably likely to have
a material adverse effect on our net revenues, income, profitability, liquidity or capital resources, or that caused the disclosed
financial information to be not necessarily indicative of future operating results or financial conditions.
E. Off-balance sheet arrangements.
We do not have any outstanding off-balance sheet guarantees,
interest rate swap transactions or foreign currency forward contracts. We do not engage in trading activities involving non-exchange
traded contracts. In our ongoing business, we do not enter into transactions involving, or otherwise form relationships with,
unconsolidated entities or financial partnerships that are established for the purpose of facilitating off-balance sheet arrangements
for other contractually narrow or limited purposes.
F. Tabular disclosure of contractual obligations.
Our contractual obligations primarily consist of operating
lease obligations and capital commitments. The following table sets forth a breakdown of our contractual obligations as of December
31, 2013, and their maturity profile:
|
|
Payment Due by Period
(In thousand)
|
|
|
|
Total
|
|
|
Less than 1
Year
|
|
|
1-3 Years
|
|
|
3-5 Years
|
|
|
More than 5
Years
|
|
Capital contributions
(1)
|
|
$
|
5,000
|
|
|
$
|
1,000
|
|
|
$
|
4,000
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Short-term loans
|
|
|
6,734
|
|
|
|
6,734
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Operating lease obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Honesty Group
(2)
|
|
|
309
|
|
|
|
96
|
|
|
|
142
|
|
|
|
71
|
|
|
|
-
|
|
- Other
|
|
|
929
|
|
|
|
558
|
|
|
|
371
|
|
|
|
-
|
|
|
|
-
|
|
Total
|
|
$
|
12,972
|
|
|
$
|
8,388
|
|
|
$
|
4,513
|
|
|
$
|
71
|
|
|
$
|
-
|
|
(1)
|
The registered capital of
SGOCO Shenzhen is $5 million. As of December 31, 2013, SGOCO International had not injected any capital to SGOCO Shenzhen.
SGOCO International is required to pay $1,000,000 and the remaining $4,000,000 within 3 months and within two years,
respectively, of the date of issuance of each subsidiary’s business license according to PRC registration capital
management rules. As of March 31, 2014, SGOCO International had not yet injected any capital as part of the capital
contribution commitment and is in the process of arranging to pay the initial capital of $1,000,000.
|
(2)
|
Lease obligations for our office premises, warehouses,
computer and other hardware. Following the Sale of Honesty Group, the Company rents from Honesty Group for office premises,
warehouses and staff dormitory in Fujian at a monthly rent of $6 for a period of 1 to 7 years from July 1, 2011.
|
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A. Directors and senior management.
Our directors and executive officers are set forth in the table
below followed by a brief biography.
Name
|
|
Age
1
|
|
Position
|
Tin Man Or
|
|
71
|
|
Chairman and Director
|
David Xu
|
|
48
|
|
Chief Executive Officer and Director
|
Frank Wu
|
|
42
|
|
Director
|
Robert Eu
|
|
51
|
|
Director
|
John Chen
|
|
41
|
|
Director
|
Pik Yue Hon
|
|
40
|
|
Director
|
Helen Hsu.
|
|
43
|
|
Director
|
Johnson Lau
|
|
40
|
|
Chief Financial Officer
|
Tony Zhong
|
|
30
|
|
Vice President of Finance
|
Shi-bin Xie
|
|
37
|
|
Vice President of Sales
|
Jin-feng Li
|
|
38
|
|
Vice President of Product Development
|
1
As of March 31, 2014
Tin Man Or, Chairman and Director.
Mr. Tin Man Or has
been a director since April 1, 2010. Mr. Or has over 35 years of experience in the investment and marketing of the display and
trading industries throughout Greater China. Mr. Or also owns Sun Zone, which is the major shareholder of SGOCO Group, Ltd. From
2005 to 2011, he served as General Manager of Honesty Group before SGOCO's sale of Honesty Group and transformation into a light-asset
business model. Mr. Tin Man Or was appointed Chairman of the Board effective January 1, 2014. Before 2005, he served as General
Manager in various private companies incorporated in Hong Kong that were engaged in investments and general trading businesses.
David Xu, Chief Executive Officer and Director.
Mr.
David Xu served as the Company's CFO for over two years whereby he oversaw the financial management of SGOCO and
successfully transformed the Company's business model and bolstered its investor relations efforts to achieve a higher level
of visibility within the investor community. In July 2013, David was appointed as COO, where he played a key role in
implementing SGOCO's four-pronged growth strategy, which expanded our distribution networks and propelled the Company towards
higher growth industries. David was appointed CEO and President and a director of the Company effective January 1, 2014.
Prior to joining SGOCO in May 2011, David served a number of important corporate management roles in the past 20 years
including his 10-year tenure with General Electric since 1992, CFO of China Maple Leaf Educational Systems and CFO of the
World Bank IFC/CUNA Mutual Insurance joint venture company. David has also acted as an independent consultant advising
clients including Manulife Financial, Zurich Financial Services and TD Bank Financial Group
Frank Wu, Director.
Mr. Frank Wu has been a director
since April 1, 2010. He is currently Assistant General Manager of the Hubei Branch for Yingda Taihe Life Insurance Co. Prior to
joining Yingda Taihe Life Insurance Co., Massachusetts Mutual Life Insurance’s joint venture in China, Mr. Wu served as
General Manager and Financial Supervisor for Northern China for the Beijing Branch of Anbang Insurance Co. from 2006-2007, when
he was responsible for financial affairs in the Beijing area. Mr. Wu holds a Bachelor of Arts degree in business management from
Beifang Technology University.
Robert Eu, Director.
Mr. Robert Eu has been a director
since our inception in 2007. He was our Secretary and Chief Financial Officer until September 4, 2009. Mr. Eu is also Executive
Director and Chairman of the Board of Directors of Eu Yan Sang International Limited, a trusted, global leading integrative healthcare
and wellness company with a strong foundation in Traditional Chinese Medicine. Mr. Eu also serves as a board member of Top Tier
Capital Partners, a private equity asset management firm. Mr. Eu is also an Advisory Director at W.R. Hambrecht + Co., LLC (“WR
Hambrecht + Co”), a San Francisco-based investment bank which he has been affiliated with since 1998. From 1993 to 1998,
Mr. Robert Eu was a Managing Director of H&Q Asia Pacific, a leading Asian private equity firm. From1992-1993, he was the
Business Development Manager for Eu Yan Sang (Hong Kong) Limited. Mr. Eu was also with Citibank NA Hong Kong. He graduated with
a Bachelor of Arts in History from Northwestern University, USA.
John Chen, Director.
Mr. John Chen has been a director
since November 16, 2010. Since May 2004, Mr. Chen has served as the Chief Financial Officer and Director of General Steel Holdings,
Inc., a NYSE listed company. From October 1997 until May 2003, Mr. Chen served as a Senior Accountant at Moore Stephens Frazer
and Torbet, LLP. Mr. Chen is a California Certified Public Accountant and holds a Bachelor of Science degree in business administration
and accounting from California State Polytechnic University, Pomona, California, USA.
Pik Yue Teresa Hon, Director
. Ms. Teresa Hon has been
a director since December 22, 2011. She is currently an independent consultant to the PC industry. From May 1998 to December 2010,
she worked for Integrated Device Technology, Inc. where she eventually held the title of IC Design Manager. During her time with
Integrated Device Technology, Inc. Ms. Hon developed and designed chips and other components in the PC clock industry. Ms. Hon
holds a Bachelor of Science degree in electrical engineering from University of California, Davis, and a Master of Science in
electrical engineering from Santa Clara University.
Helen Hsu, Director
. Ms. Helen Hsu has been a director
since April 26, 2013. She has over 20 years’ experience in accounting. Ms. Hsu graduated from The Chinese University of
Hong Kong with a bachelor degree in business administration. Ms. Hsu had been working with Ernst & Young for 18 years and
was a partner of Ernst & Young before she retired from the firm in February 2011. Ms. Hsu is a fellow member of the Hong Kong
Institute of Certified Public Accountants and a member of the American Institute of Certified Public Accountants. Ms. Hsu is currently
an independent non-executive director of Perfect Shape (PRC) Holdings Limited (stock code: 1830), China Forestry Holdings Co.
Ltd. (stock code: 930) and Branding China Group Limited (stock code: 8219).
Johnson Lau, Chief Financial Offic
er. Mr. Lau is a Certified
Public Accountant of the Hong Kong Institute of Certified Public Accountants and CPA Australia. Mr. Lau has over 17 years of experience
in the accounting profession. Mr. Lau started his career in Deloitte in Hong Kong and Beijing from 1997 to 2004. Prior to joining
SGOCO on July 2, 2013, Mr. Lau worked in various public companies in the United States and England as Director of Finance and
CFO for nine years. He holds a bachelor degree in commerce from Monash University, Australia.
Tony Zhong, Vice President of Finance
. Mr. Zhong joined
SGOCO in September 2011 as Finance Manager. Prior to joining SGOCO, Mr. Zhong was a Financial Manager of China Hydroelectric Corporation,
an NYSE-listed company, from 2007 to 2011. Mr. Zhong started his career in KPMG in Beijing from 2005 to 2006. He holds a Bachelor
of Arts in Finance, Accounting and Management from Nottingham University, UK, and a Bachelor of Science in Applied Accounting
from Oxford Brooks University, UK.
Mr. Shi-bin Xie, Vice President of Sales
. Mr. Xie joined
SGOCO in July 2012. Mr. Xie has over 15 years of experience in sales and marketing, specializing in Chinese display products.
From 2010 to 2012, Mr. Xie served as Vice President of Sales in Shenzhen Dongqiao Huahan Technology Co., Ltd. From 2005 to 2010,
Mr. Xie served as the General Manager of Shenzhen Qinghua Ziguang Technology Co., Ltd. Prior to that, Mr. Xie served sales and
marketing manager roles in various companies in China from 1997 to 2005. Mr. Xie holds a Bachelor of Science in Engineering from
the East China Institute of Technology.
Mr. Jin-feng Li, Vice President of Product Development
.
Mr. Li joined SGOCO in October 2013. Mr. Li has over 15 years of experience in the design and engineering of electronic products.
From 2010 to 2013, Mr. Li served as Vice President of the Research and Development Centre in Shenzhen Dongqiao Huahan Technology
Co., Ltd. Mr. Li served several engineer and product development manager roles in various companies in China from 1997 to 2010.
Mr. Li holds a Diploma in Applied Electronics Technology from Central South University.
B. Compensation.
The primary objectives of our compensation policies regarding
executive compensation are to attract and retain the best possible executives to lead us and to properly motivate these executives
to perform at the highest levels of which they are capable. Compensation levels established for our executives are designed to
promote loyalty, long-term commitment and the achievement of its goals, to motivate the best possible performance and to award
achievement of budgetary goals to the extent such responsibility is within the executive’s job description. Compensation
decisions regarding our named executive officers have historically focused on attracting and retaining individuals who could help
us to meet and exceed our financial and operational goals. Our Board of Directors considers the growth of the Company, individual
performance and market trends when setting individual compensation levels.
For the year ended December 31, 2013, the aggregate cash compensation
paid to our executive officers was approximately $421,000. There were 45,000 ordinary shares and stock options granted to executive
officers in January 2014 for their service rendered.
Our PRC subsidiaries are required by law to make contributions
equal to certain percentages of each employee’s salary for his or her pension insurance, medical insurance, housing fund,
unemployment and other statutory benefits for our Chinese employees. Some of our directors and executive officers are Chinese citizens
and we have provided the pension and retirement benefits in accordance to the statutory requirement in PRC. The remaining executives
and directors are non-Chinese citizens and there are no mandatory requirements for the above-mentioned contributions, we have
not set aside or accrued any amount to provide pension, retirement or other similar benefits to our executive officers and directors.
Base salary
We believe that the base salary element is required in order
to provide executive officers with a stable income stream that is commensurate with their responsibilities and competitive market
conditions. Our Board of Directors established base salaries payable to executive officers with the goal of providing a fixed
component of compensation, reflecting the executive officer’s skill set, experience, role and responsibilities. The determination
of our Board of Directors and compensation committee of whether any of the executive officers merited an increase in base salary
during any particular year depended on the individual’s performance during the prior fiscal year, our performance during
the prior fiscal year and competitive market practices. In establishing the current base salary levels, our Board of Directors
and compensation committee did not engage in any particular benchmarking activities or engage any outside compensation advisors.
Annual bonus
Bonus for any of executive officers are discretionary and are
generally linked to his or her individual performances for the year, including contribution to our strategic and corporate operating
plans, with individual performance and providing executive officers performance incentives for attaining specific goals.
2010 Equity Incentive Plan
On September 27, 2010, our Board of Directors approved the
2010 Equity Incentive Plan, or 2010 Plan, subject to shareholder approval which occurred on November 17, 2010.
Purpose
. The purpose of the 2010 Plan is to promote
our success and to increase shareholder value by providing an additional means through the grant of equity compensation awards
to attract, motivate, retain and reward selected employees and other eligible persons of SGOCO.
Shares Subject to 2010 Plan
. Subject to adjustments
under certain conditions, the maximum number of shares that may be delivered pursuant to awards under the 2010 Plan is equal to
7% of the aggregate number of shares outstanding from time-to-time.
Administration
. The 2010 Plan shall be administered
by, and all equity compensation awards under the 2010 Plan shall be authorized by the Board or one or more committees appointed
by the Board (the “Administrator”). Any committee of the Board that serves as the Administrator shall be comprised
solely of one or more directors or such number of directors as may be required under applicable laws and may delegate some or
all of its authority to another committee so constituted. Unless otherwise provided in our Memorandum and Articles of Association
or the applicable charter of any Administrator:
|
1.
|
a majority of the members of the acting Administrator
shall constitute a quorum; and
|
|
2.
|
the vote of a majority of the members present
assuming the presence of a quorum or the unanimous written consent of the members of the Administrator shall constitute action
by the acting Administrator.
|
Eligibility
. The Administrator may grant equity compensation
awards under the 2010 Plan only to those persons that the Administrator determines to be either an officer, employee, director
of SGOCO or a consultant or advisor of SGOCO (each of the foregoing, an “Eligible Person”); provided , however , that
incentive stock options may only be granted to an Eligible Person who is an employee of SGOCO. Notwithstanding the foregoing,
a person who is otherwise an Eligible Person may participate in the 2010 Plan only if such participation would not compromise
our ability to comply with applicable laws (including securities laws). A participant may, if otherwise eligible, be granted additional
equity compensation awards if the Administrator so determines.
Type and Form of Awards
. The Administrator shall determine
the type or types of equity compensation award(s) to be made to each selected Eligible Person. Under the 2010 Plan, the Administrator
may grant options to purchase ordinary shares, share appreciation rights, restricted shares, and restricted share units. Such
awards may be granted singly, in combination or in tandem. Awards also may be made in combination or in tandem with, in replacement
of, as alternatives to, or as the payment form for grants or rights under any other employee or compensation plan of SGOCO.
Performance-Based Awards
. The Administrator may grant
equity compensation awards as performance-based shares under the 2010 Plan. Each such equity compensation award will have an initial
value that is established by the Administrator on or before the date of grant. The grant, vesting, exercisability or payment of
performance-based equity compensation awards may depend on the degree of achievement of one or more performance goals relative
to a pre-established targeted level or a level using one or more of the business criteria (on an absolute or relative basis) for
SGOCO on a consolidated basis or for one or more of SGOCO’s subsidiaries, segments, divisions or business units, or any
combination of the foregoing.
Transfer Restrictions
. Except as specifically provided
in the 2010 Plan:
|
1.
|
all equity compensation awards are non-transferable
and shall not be subject in any manner to sale, transfer, anticipation, alienation, assignment, pledge, encumbrance or charge;
|
|
2.
|
equity compensation awards shall be exercised
only by the relevant participant; and
|
|
3.
|
amounts payable or shares issuable pursuant
to any equity compensation award shall be delivered only to (or for the account of) the relevant participant.
|
The 2010 Plan provides that incentive share options may not
be transferred except by will or the laws of descent and distribution. The Administrator has discretion to permit transfers of
other awards where it concludes such transferability is appropriate and desirable.
Amendment and Termination
. The 2010 Plan will continue
in effect until the 10th anniversary of its approval by the shareholders, unless earlier terminated by our Board. Our Board may
amend, suspend or terminate the 2010 Plan as it shall deem advisable, except that no amendment may adversely affect a grantee
regarding awards previously granted unless such amendments are in connection with compliance with applicable laws; provided that
the Board may not make any amendment in the 2010 Plan that would, if such amendment were not approved by the shareholders, cause
the 2010 Plan to fail to comply with any requirement of applicable laws, unless and until shareholder approval is obtained. No
award may be granted during any suspension of the 2010 Plan or after termination of the 2010 Plan. No amendment, suspension or
termination of the 2010 Plan or change affecting any outstanding equity compensation award shall, without written consent of the
relevant participant, affect in any manner materially adverse to the relevant participant any rights or benefits of the relevant
participant or obligations of SGOCO under any equity compensation award granted under the 2010 Plan prior to the effective date
of such change.
There were no awards granted under the 2010 Plan during the
years ended December 31, 2013 and 2012, however, 207,000 ordinary shares were awarded in January 2012 to our independent directors,
consultants and employees, 80,000 ordinary shares were issued in March 2013 to our independent directors and 115,000 ordinary
shares were issued in July 2013 to our independent directors, consultants and employees. In January 2014, 160,000 ordinary shares
were issued to our independent directors and employees (including certain executive officers).
Employment Agreements
We have entered into employment agreements with each of our
senior executive officers. We may terminate a senior executive officer’s employment for cause, at any time, without notice
or remuneration, for certain acts of the officer, including, but not limited to, a conviction or plea of guilty to a felony, negligent
or dishonest acts to our detriment or misconduct or a failure to perform agreed duties. A senior executive officer may, upon advance
written notice, terminate his or her employment if there is a material and substantial reduction in his or her authority and responsibilities
and such resignation is approved by our Board of Directors. Furthermore, we may, upon advance written notice, terminate a senior
executive officer’s employment at any time without cause.
Each senior executive officer is entitled to certain benefits
upon termination, including severance pay, if we terminate the employment without cause or if he or she resigns upon the approval
of our Board of Directors.
We will indemnify a senior executive officer for his or her
losses based on or related to his or her acts and omissions made in the course of his or her performance of duties within the
scope of his or her employment.
Each senior executive officer has agreed to hold in strict
confidence any trade secrets or confidential information of our company. Each officer also agrees to faithfully and diligently
serve the Company according to the employment agreement and the guidelines, policies and procedures of our Company approved periodically
by our Board of Directors.
C. Board Practices.
Board of Directors
Our Board of Directors currently has seven directors. Under
our amended and restated memorandum and articles of association, our Board of Directors may not consist of less than two directors
with no maximum number. Our directors shall hold office until their successors are elected or appointed, which will be at the
Company’s next annual meeting of shareholders. We do not have service contracts with our directors (other than our employment
agreement with Mr. David Xu), and do not provide our directors with any benefits upon termination of their service.
Subject to any provision to the contrary in the Articles, a
director may be removed by:
|
1.
|
an ordinary resolution of the Members at any
time before the expiration of his or her period of office notwithstanding anything in the Articles or in any agreement between
the Company and such director (but without prejudice to any claim for damages under any such agreement); or
|
|
2.
|
a two-thirds vote of the Board of Directors,
if such removal is for cause at any time before the expiration of his or her period of office notwithstanding anything in
the Articles or in any agreement between the Company and such director (but without prejudice to any claim for damages under
any such agreement).
|
The office of a director shall be vacated if the director:
|
1.
|
resigns his or her office by notice in writing
delivered to the Company at the Office or tendered at a meeting of the Board;
|
|
2.
|
becomes of unsound mind or dies;
|
|
3.
|
without special leave of absence from the Board,
is absent from meetings of the Board for six consecutive months and the Board resolves that his or her office be vacated;
|
|
4.
|
becomes bankrupt or has a receiving order made
against him or her, or suspends payment to or settle with his or her creditors;
|
|
5.
|
is prohibited by law from being a director;
or
|
|
6.
|
ceases to be a director by virtue of any provision
of law of the Cayman Islands or is removed from office pursuant to the Company’s Articles.
|
No contract or transaction between the Company and one or more
of its directors or officers, or between the Company and any other corporation, partnership, association, or other organization
in which one or more of its directors or officers, are directors or officers, or have a financial interest, shall be void or voidable
solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board or
committee which authorizes the contract or transaction, or solely because any such director’s or officer’s votes are
counted for such purpose, if:
|
1.
|
the material facts as to the director’s
or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the Board
of Directors or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative
votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or
|
|
2.
|
the material facts as to the director’s
or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the shareholders
entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the shareholders;
or
|
|
3.
|
the contract or transaction is fair as to the
Company as of the time it is authorized, approved or ratified, by the Board, a committee or the shareholders.
|
The Board of Directors may exercise all the powers of the Company
to borrow money, mortgage its undertakings, property and uncalled capital, and issue debentures, debenture stock and other securities
whenever money is borrowed or pledged as security for any obligation of the Company or of any third party.
NASDAQ Requirements for Director Independence
Under the NASDAQ Stock Market Marketplace Rules, or the NASDAQ
rules, a majority of our directors must meet the definition of “independent” contained in those rules. Our Board has
determined that Ms. Hon and Hsu and Messrs. Wu, Chen and Eu meet the independence standards contained in the NASDAQ rules. We
do not believe that any of these directors have any relationships that would preclude a finding of independence under these rules.
In reaching its determination, our Board determined that any other relationships that these directors have with us do not and
would not impair their ability to exercise independent judgment.
Committees of Our Board of Directors
We have established three primary committees of the Board of
Directors: an audit committee, a compensation committee and a nominating committee. We have adopted a charter for each of the
committees. Each committee’s members and functions are described below. The Board also created an Equity Plan Committee
consisting of Tin Man Or and Frank Wu to administer the Company’s 2010 Plan.
Audit Committee.
Our audit committee consists of Mr.
Chen (Chairperson), Mr. Wu and Ms Hsu. Our Board of Directors has determined that all of the audit committee members satisfy the
“independence” requirements of Rule 10A-3 under the Securities Exchange Act of 1934, as amended, and Rule 5605 of
NASDAQ rules. In addition, our Board of Directors has determined that Mr. Chen is an “audit committee financial expert,”
as defined under SEC Regulations. The audit committee is responsible for, among other things:
|
1.
|
selecting the independent auditors and pre-approving
all auditing and non-auditing services permitted to be performed by the independent auditors;
|
|
2.
|
reviewing with the independent auditors any
accounting, internal accounting control or audit problems or difficulties and management’s response thereto;
|
|
3.
|
meeting with general counsel or outside counsel
to discuss legal matters that may have a significant impact on the financial statements;
|
|
4.
|
reviewing and approving all proposed related
party transactions;
|
|
5.
|
discussing the annual audited financial statements
with management and the independent auditors;
|
|
6.
|
reviewing major issues as to the adequacy of
internal controls; and
|
|
7.
|
meeting separately and periodically with management
and the independent auditors.
|
Compensation Committee
. Our compensation committee
consists of Mr. Wu (Chairperson), Mr. Chen and Ms. Hon. We have determined that all of the compensation committee members satisfy
the “independence” requirements of Rule 5605 of NASDAQ rules. The purpose of the compensation committee is, among
other things, to discharge the responsibilities of our Board of Directors relating to compensation of our directors, executive
officers and other key employees, including reviewing and evaluating and, if necessary, revising the compensation plans, policies
and programs of the Company adopted by the management. Our chief executive officer may not be present at any committee meeting
during which his compensation is deliberated. The compensation committee is responsible for, among other things:
|
1.
|
reviewing and approving the total compensation
package for our chief executive officer:
|
|
2.
|
reviewing and recommending to the Board regarding
the compensation of our directors, principal executives and other key employees; and
|
|
3.
|
reviewing periodically and approving any long-term
incentive compensation or equity plans, programs or similar arrangements.
|
Nominating Committee
. Our
nominating committee consists of Ms. Hsu (Chairperson), Mr. Wu and Ms. Hon. We have determined that all of the nominating committee
members satisfy the “independence” requirements of Rule 5605 of NASDAQ rules. The nominating committee assists our
Board in selecting individuals qualified to become members of our Board and in determining the composition of our Board and its
committees. The corporate governance and nominating committee is responsible for, among other things:
|
1.
|
identifying and recommending to the Board qualified
candidates to be nominated for the election or re-election to the Board of Directors and committees of the Board of Directors,
or for appointment to fill any vacancy;
|
|
2.
|
develop and recommend to the Board of Directors
a set of Corporate Governance Guidelines such as Code of Ethics and Conduct, and periodically review and reassess the adequacy
of such guidelines;
|
|
3.
|
reviewing annually with the Board of Directors
the current composition of the Board of Directors with regards to characteristics such as independence, age, skills, experience
and availability of service to us; and
|
|
4.
|
advising the Board of Directors periodically
regarding significant developments in the law and practice of corporate governance as well as our compliance with these laws
and practices, and making recommendations to the Board of Directors on all matters of corporate governance and on any remedial
actions to be taken, if needed.
|
D. Employees.
Connected with the Sale of Honesty Group, only a limited number
of employees that are essential to our R&D, accounting, marketing and distribution were transferred to SGOCO (Fujian), Beijing
SGOCO and SGOCO Shenzhen. As a result, the number of our full-time employees decreased from approximately 630 as of December 31,
2010 to 76 as of December 31, 2013. The change in the number and composition of our employees is consistent with the management’s
strategy to transition the Company to a business that focuses on designing, branding and distributing display products.
We believe that we maintain a good working relationship with
our employees and we have not experienced any significant labor disputes. Our employees have not entered into any collective bargaining
agreements.
E. Share Ownership.
The following table sets forth information, as of March 31,
2014, regarding the beneficial ownership of our ordinary shares by:
|
1.
|
each director and executive officer; and
|
|
2.
|
each person known by us to own beneficially
more than 5.0% of our outstanding ordinary shares.
|
Beneficial ownership is determined according to the SEC’s
rules and includes voting or investment power regarding the securities. For each person and group included in this table, percentage
ownership is calculated by dividing the number of shares beneficially owned by such person or group and the number of ordinary
shares such person or group has the right to acquire within 60 days after as of March 31, 2014 by the sum of 17,820,356, being
the number of ordinary shares issued and outstanding as of as of March 31, 2014 , plus the number of ordinary shares such person
or group has the right to acquire within 60 days after as of March 31, 2014 . Except as indicated in the footnotes to the table,
the persons named in the table have sole voting and investment power regarding all shares of ordinary shares shown as beneficially
owned by them.
Name
|
|
Number
|
|
|
Percent
|
|
Tin Man Or (1)
|
|
|
9,440,000
|
|
|
|
53.0
|
%
|
Burnette Or
|
|
|
—
|
|
|
|
—
|
|
Robert Eu (2)
|
|
|
408,111
|
|
|
|
2.3
|
%
|
Frank Wu
|
|
|
40,000
|
|
|
|
*
|
|
John Chen
|
|
|
20,000
|
|
|
|
*
|
|
Pik Yue Hon
|
|
|
20,000
|
|
|
|
*
|
|
Helen Hsu
|
|
|
20,000
|
|
|
|
*
|
|
David Xu
|
|
|
20,000
|
|
|
|
*
|
|
Johnson Lau
|
|
|
20,000
|
|
|
|
*
|
|
Tony Zhong
|
|
|
5,000
|
|
|
|
*
|
|
Principal Shareholders
|
|
|
|
|
|
|
|
|
Sze Kit Ting
|
|
|
2,860,000
|
|
|
|
16.0
|
%
|
Shuk Yu Wong (3)
|
|
|
888,200
|
|
|
|
5.0
|
%
|
Ming Suen Jorine Or (4)
|
|
|
410,000
|
|
|
|
2.3
|
%
|
“*” Indicates less than 1%
(1)
|
The shares listed in the table are held by Sun Zone
Investments Limited, a British Virgin Islands corporation, formed for the purpose of holding stock in Honesty Group by
our Chairman Mr. Tin Man Or, in connection with the Acquisition, both are directors of Sun Zone Investments Limited.
|
(2)
|
Includes 77,937 shares held by AEX Enterprises
Limited. Mr. Eu is Managing Member of AEX Enterprises Limited. Also includes 157,293 ordinary shares owned by WR Hambrecht +
Co., LLC. Mr. Eu’s spouse owns approximately 20% of the equity interest of Hambrecht Partners Holdings, LLC,
the parent company of WR Hambrecht + Co., LLC.
|
(3)
|
Ms. Wong is the spouse of Mr. Tin Man Or.
|
(4)
|
Ms. Or is the daughter of Mr. Tin Man Or.
|
Our major shareholders do not have different voting rights
than any other shareholder. We are not aware of any arrangement that may, at a subsequent date, result in a change of control
of our company.
As of March 31, 2014, we had 17,820,356 ordinary shares issued
and outstanding. To our knowledge, as of such date, we had at least 8 record holders of our shares located
in the U.S. that held an aggregate of 659,229 ordinary shares. The number of beneficial owners of our ordinary
shares in the U.S. is likely to be much larger than the number of Holders of record of our ordinary shares in the U.S.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
A. Major Shareholders.
Please refer to “Item 6. Directors, Senior Management
and Employees — E. Share Ownership.”
B. Related Party Transactions.
Mr. Tin Man Or owns Sun Zone, a British Virgin Islands corporation.
In July 2011, the Company’s shareholder, Sun Zone,
loaned $0.2 million to us for our cash flow purposes. The loan was non-interest bearing, unsecured, and fully repaid in
July 2013.
C. Interests of Experts and Counsel
Not applicable.
ITEM 8. FINANCIAL INFORMATION
A. Consolidated Statements and Other Financial Information.
Please see “Item 18. Financial Statements” for
our audited consolidated financial statements.
Legal Proceedings
Neither we nor or any of our subsidiaries are currently parties
to any pending legal proceedings that are expected to have a significant effect on our business, financial position, results of
operations or liquidity, nor are we or any of our subsidiaries aware of any proceedings that are pending or threatened which may
have a significant effect on our business, financial position and results of operations or liquidity.
Dividend Policy
We do not currently have any plans to pay any cash dividends
in the foreseeable future on our ordinary shares. We currently intend to retain most, if not all, of our available funds and any
future earnings to operate and expand our business.
We are a holding company incorporated in the Cayman Islands.
We rely on dividends paid by our Hong Kong and Chinese subsidiaries for our cash needs. The payment of dividends by entities organized
in China is subject to limitations. Regulations in the PRC currently permit payment of dividends only out of accumulated profits
based on PRC accounting standards and regulations. Our Chinese subsidiaries, SGOCO (Fujian) Beijing SGOCO and SGOCO Shenzhen,
are also required to withhold at least 10% of their after-tax profit based on China’s accounting standards each year as
their general reserves until the cumulative amount of such reserves reach 50% of its registered capital. These reserves are not
distributable as cash dividends.
The Board of Directors of our PRC subsidiary, which is a wholly
foreign owned enterprise, has the discretion to allocate a portion of its after-tax profits to its staff welfare and bonus funds,
which is likewise not distributable to its equity owners except in the event of a liquidation of the foreign-invested enterprise.
If the Board decides to pay dividends in the future, these restrictions may impede our ability to pay dividends and/or the amount
of dividends we could pay. In addition, if the Chinese subsidiary incurs debt on its own behalf in the future, the instruments
governing the debt may restrict its ability to pay dividends or make other distributions to us.
Our Board of Directors has discretion to pay dividends. Even
if our Board of Directors decides to pay dividends, the form, frequency and amount will depend upon our future operations and
earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that our Board
of Directors may deem relevant.
B. Significant Changes.
Except as disclosed elsewhere in this Annual Report, we have
not experienced any significant changes since the date of our audited consolidated financial statements included in this Annual
Report.
ITEM 9. THE OFFER AND LISTING
A. Offer and Listing Details.
Our ordinary shares were listed on the NASDAQ Global Market
under the symbol “SGOC” from December 20, 2010 until February 17, 2012. On February 21, 2012, our ordinary shares
began trading on the NASDAQ Capital Market. On May 16, 2012, NASDAQ halted trading in our ordinary shares. On June 1, 2012, we
received a deficiency letter from NASDAQ stating that we were not in compliance with the continued listing requirement that we
timely file periodic reports with the SEC. On September 11, 2012, our ordinary shares resumed trading on the NASDAQ Capital Market.
Our warrants were quoted on the OTC Bulletin Board under the
symbol SGTWF through June 1, 2012 and thereafter were quoted on the OTC Pink Market. FINRA delisted our warrants from the OTC
Bulletin Board effective June 1, 2012 due to our failure to timely file the prior Annual Report. Our ordinary shares, warrants,
and units were previously traded on the OTC Bulletin Board under the symbols HMAQF.OB, HMAWF.OB, and HMAUF.OB, respectively. Each
unit consisted of one ordinary share and one warrant. Our ordinary shares and warrants commenced to trade separately on April
9, 2008. Our warrants were lapsed on March 7, 2014 upon expiry.
The following table sets forth, for the calendar months, quarters
and years indicated, the monthly, quarterly and annual high and low market prices for our ordinary shares, warrants and units
as reported on the NASDAQ Stock Market or OTC Bulletin Board, as applicable. Over-the-counter market quotations on the OTC Bulletin
Board reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.
|
|
Units
|
|
|
Ordinary Shares
|
|
|
Warrants
|
|
Annual Highs and Lows
|
|
High
|
|
|
Low
|
|
|
High
|
|
|
Low
|
|
|
High
|
|
|
Low
|
|
2013
|
|
$
|
N/A
|
|
|
$
|
N/A
|
|
|
$
|
8.33
|
|
|
$
|
0.70
|
|
|
$
|
1.25
|
|
|
$
|
0.02
|
|
2012
|
|
$
|
N/A
|
|
|
$
|
N/A
|
|
|
$
|
3.78
|
|
|
$
|
0.61
|
|
|
$
|
0.20
|
|
|
$
|
0.01
|
|
2011
|
|
$
|
N/A
|
|
|
$
|
N/A
|
|
|
$
|
6.88
|
|
|
$
|
1.25
|
|
|
$
|
0.75
|
|
|
$
|
0.10
|
|
2010
|
|
$
|
9.25
|
|
|
$
|
7.00
|
|
|
$
|
8.00
|
|
|
$
|
4.50
|
|
|
$
|
1.15
|
|
|
$
|
0.18
|
|
2009
|
|
$
|
9.50
|
|
|
$
|
7.00
|
|
|
$
|
7.98
|
|
|
$
|
7.00
|
|
|
$
|
0.65
|
|
|
$
|
0.05
|
|
Quarterly Highs and Lows
|
|
High
|
|
|
Low
|
|
|
High
|
|
|
Low
|
|
|
High
|
|
|
Low
|
|
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
$
|
N/A
|
|
|
$
|
N/A
|
|
|
$
|
4.29
|
|
|
$
|
2.98
|
|
|
$
|
0.05
|
|
|
$
|
0.05
|
|
2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fourth Quarter
|
|
$
|
N/A
|
|
|
$
|
N/A
|
|
|
$
|
8.33
|
|
|
$
|
2.67
|
|
|
$
|
1.25
|
|
|
$
|
0.02
|
|
Third Quarter
|
|
$
|
N/A
|
|
|
$
|
N/A
|
|
|
$
|
4.57
|
|
|
$
|
1.51
|
|
|
$
|
0.05
|
|
|
$
|
0.03
|
|
Second Quarter
|
|
$
|
N/A
|
|
|
$
|
N/A
|
|
|
$
|
3.40
|
|
|
$
|
0.70
|
|
|
$
|
0.05
|
|
|
$
|
0.02
|
|
First Quarter
|
|
$
|
N/A
|
|
|
$
|
N/A
|
|
|
$
|
1.46
|
|
|
$
|
1.00
|
|
|
$
|
0.03
|
|
|
$
|
0.02
|
|
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fourth Quarter
|
|
$
|
N/A
|
|
|
$
|
N/A
|
|
|
$
|
2.30
|
|
|
$
|
0.75
|
|
|
$
|
0.02
|
|
|
$
|
0.02
|
|
Third Quarter
|
|
$
|
N/A
|
|
|
$
|
N/A
|
|
|
$
|
2.38
|
|
|
$
|
0.86
|
|
|
$
|
0.05
|
|
|
$
|
0.01
|
|
Second Quarter
|
|
$
|
N/A
|
|
|
$
|
N/A
|
|
|
$
|
3.78
|
|
|
$
|
0.61
|
|
|
$
|
0.20
|
|
|
$
|
0.05
|
|
First Quarter
|
|
$
|
N/A
|
|
|
$
|
N/A
|
|
|
$
|
1.36
|
|
|
$
|
0.65
|
|
|
$
|
0.11
|
|
|
$
|
0.11
|
|
Monthly Highs and Lows
|
|
High
|
|
|
Low
|
|
|
High
|
|
|
Low
|
|
|
High
|
|
|
Low
|
|
March
2014
|
|
$
|
N/A
|
|
|
$
|
N/A
|
|
|
$
|
4.22
|
|
|
$
|
3.13
|
|
|
$
|
0.05
|
|
|
$
|
0.05
|
|
February 2014
|
|
$
|
N/A
|
|
|
$
|
N/A
|
|
|
$
|
4.29
|
|
|
$
|
2.98
|
|
|
$
|
0.05
|
|
|
$
|
0.05
|
|
January 2014
|
|
$
|
N/A
|
|
|
$
|
N/A
|
|
|
$
|
3.87
|
|
|
$
|
3.17
|
|
|
$
|
0.05
|
|
|
$
|
0.05
|
|
December 2013
|
|
$
|
N/A
|
|
|
$
|
N/A
|
|
|
$
|
4.20
|
|
|
$
|
2.95
|
|
|
$
|
0.55
|
|
|
$
|
0.02
|
|
November 2013
|
|
$
|
N/A
|
|
|
$
|
N/A
|
|
|
$
|
8.33
|
|
|
$
|
3.25
|
|
|
$
|
1.25
|
|
|
$
|
0.03
|
|
October 2013
|
|
$
|
N/A
|
|
|
$
|
N/A
|
|
|
$
|
3.74
|
|
|
$
|
2.67
|
|
|
$
|
0.03
|
|
|
$
|
0.03
|
|
The Company’s warrants were quoted on the OTC Pink Market
and lapsed on March 7, 2014 upon expiry.
B. Plan of Distribution.
Not applicable.
C. Markets.
See “Item 9. The Offer and Listing - A. Offer and Listing
Details” above.
D. Selling Shareholders.
Not applicable.
E. Dilution.
Not applicable.
F. Expenses of the Issue.
Not applicable.
ITEM 10. ADDITIONAL INFORMATION
A. Share Capital.
Not applicable.
B. Memorandum and Articles of Association.
We incorporate by reference into this Annual Report the description
of our amended and restated memorandum and articles of association contained in our registration statement on Form F-1 (File No.
333-170674) originally filed with the Securities and Exchange Commission on November 18, 2010, as amended.
C. Material Contracts.
Except for the following, we have
not entered into any material contracts other than in the ordinary course of business and other than those described in Item 4,
or elsewhere in this annual report.
On September 26, 2013, we entered
into a credit facility agreement with China Everbright Bank of RMB50 million and borrowed a short term bank loan of RMB25 million
(approximately equivalent to $ 4.1 million) on the same day. The credit facility agreement was guaranteed by Guanke with a fee
of $19,000. The loan bears interest at 7.2% per annum and is repayable by September 25, 2014.
D. Exchange controls.
Under Cayman Islands law, there are currently no restrictions
on the export or import of capital, including foreign exchange controls or restrictions that affect the remittance of dividends,
interest or other payments to nonresident holders of our shares.
E. Taxation.
The following summary of the material Cayman Islands, PRC and
U.S. federal income tax consequences of an investment in or ownership of our ordinary shares is based upon laws and relevant interpretations
thereof in effect as of the date of this Annual Report, all of which are subject to change. This summary does not deal with all
possible tax consequences regarding investing investment in our ordinary shares, such as the tax consequences under state, local
and other tax laws.
Cayman Islands Taxation
The Cayman Islands currently levies no taxes on individuals
or corporations based upon profits, income, gains or appreciation and there is no taxation in the nature of inheritance tax or
estate duty. There are no other taxes likely to be material to the Company or its shareholders levied by the Government of the
Cayman Islands except for stamp duties which may be applicable on instruments executed in, or brought within Cayman Islands. The
Cayman Islands is not party to any double-tax treaties that are applicable to any payments made to or by the Company. There are
no exchange control regulations or currency restrictions in the Cayman Islands.
Material PRC Income Tax Considerations
Under the new EIT Law and the Implementing Rules, an enterprise
established outside of the PRC with “de facto management bodies” within the PRC is considered as a “resident
enterprise” and will be subject to a PRC income tax on its global income. According to the Implementing Rules, “de
facto management bodies” refer to “establishments that carry out substantial and overall management and control over
the manufacturing and business operations, personnel, accounting, properties, etc. of an enterprise.” Accordingly, our holding
company, SGOCO Group, Ltd., may be considered a resident enterprise and may therefore be subject to a PRC income tax on our global
income. The State Administration of Taxation issued the Notice Regarding the Determination of Chinese-Controlled Offshore Incorporated
Enterprises as PRC Tax Resident Enterprises on the Basis of De Facto Management Bodies, or Circular 82, on April 22, 2009.
Circular 82 provides certain specific criteria for determining
whether the “de facto management body” of a Chinese-controlled offshore enterprise is located in China. Circular 82
only applies to offshore enterprises controlled by PRC enterprises and not those invested in by individuals or foreign enterprises
like SGOCO. But, the determining criteria set forth in Circular 82 may reflect the State Administration of Taxation’s general
position on how the “de facto management body” test should be applied in determining the tax resident status of offshore
enterprises, regardless of whether they are controlled by PRC enterprises or controlled by or invested in by individuals or foreign
enterprises.
If we are considered a resident enterprise and earn income
other than dividends from our PRC subsidiary, such PRC income tax on our global income could significantly increase our tax burden
and materially and adversely affect our cash flow and profitability. Since the EIT Law became effective in 2008, SGOCO has not
been treated as a “resident enterprise.”
If the PRC tax authorities determine that SGOCO is a “resident
enterprise” for PRC enterprise income tax purposes, a number of PRC tax consequences could follow. First, SGOCO may be subject
to enterprise income tax at a rate of 25% on SGOCO’s worldwide taxable income and PRC enterprise income tax reporting obligations.
Second, under the EIT Law and its implementing rules, dividends paid between “qualified resident enterprises” are
exempt from enterprise income tax. As a result, if both SGOCO and SGOCO International are treated as PRC “resident enterprises,”
all dividends from the PRC operating subsidiary to SGOCO International and from SGOCO International to SGOCO would be exempt from
PRC tax.
If SGOCO were treated as a PRC “non-resident enterprise”
under the EIT Law, then dividends that SGOCO receives from its PRC operating subsidiary (assuming such dividends were considered
sourced within the PRC):
|
1.
|
may be subject to a 5% PRC withholding tax,
if the Arrangement between the Mainland of China and the Hong Kong Special Administrative Region for the Avoidance of Double
Taxation and the Prevention of Fiscal Evasion regarding Taxes on Income (the “PRC — Hong Kong Tax Treaty”)
were applicable; or
|
|
2.
|
if such treaty does not apply (
i.e.
, because the PRC tax authorities may deem SGOCO International to be a conduit not entitled to treaty benefits), may be subject
to a 10% PRC withholding tax. Any such taxes on dividends could materially reduce the amount of dividends, if any, SGOCO could
pay to its shareholders.
|
Finally, the new “resident enterprise” classification
could result in a situation in which a 10% PRC tax is imposed on dividends SGOCO pays to its non-PRC shareholders that are not
PRC tax “resident enterprises” and gains derived by them from transferring SGOCO’s ordinary shares or warrants,
if such income is considered PRC sourced income by the relevant PRC authorities. In such event, SGOCO may be required to withhold
the 10% PRC tax on any dividends paid to its non-PRC resident shareholders. SGOCO’s non-PRC resident shareholders also may
be responsible for paying PRC tax at a rate of 10% on any gain realized from the sale or transfer of ordinary shares or warrants
in certain circumstances. SGOCO would not, however, have an obligation to withhold PRC tax regarding such gain. If any such PRC
taxes apply, a non-PRC resident shareholder may be entitled to a reduced rate of PRC taxes under an applicable income tax treaty
and/or a foreign tax credit against such shareholder’s domestic income tax liability (subject to applicable conditions and
limitations). Shareholders or prospective investors should consult with their own tax advisors regarding the applicability of
any such taxes, the effects of any applicable income tax treaties, and any available foreign tax credits.
U.S. Federal Income Taxation
General
The following is a summary of the material U.S. federal income
tax consequences of owning and disposing of our ordinary shares. The discussion below of the U.S. federal income tax consequences
to “U.S. Holders” will apply to a beneficial owner of our shares that is for U.S. federal income tax purposes:
|
1.
|
an individual citizen or resident of the U.S.;
|
|
2.
|
a corporation (or other entity treated as a
corporation) that is created or organized (or treated as created or organized) in or under the laws of the U.S., any state
thereof or the District of Columbia;
|
|
3.
|
an estate whose income is includible in gross
income for U.S. federal income tax purposes regardless of its source; or
|
|
a)
|
a U.S. court can exercise primary supervision
over the trust’s administration and one or more U.S. persons are authorized to control all substantial decisions of
the trust; or
|
|
b)
|
it has a valid election in effect under applicable
U.S. Treasury regulations to be treated as a U.S. person.
|
If a beneficial owner of our shares is not described as a U.S.
Holder and is not an entity treated as a partnership or other pass-through entity for U.S. federal income tax purposes, such owner
will be considered a “Non-U.S. Holder.” The U.S. federal income tax consequences applicable specifically to non-U.S.
Holders is described below under the heading “Tax Consequences to Non-U.S. Holders of Ordinary Shares.”
This summary is based on the Internal Revenue Code of 1986,
as amended, or the Code, its legislative history, existing and proposed Treasury regulations promulgated thereunder, published
rulings and court decisions, all as currently in effect. These authorities are subject to change or different interpretations,
possibly on a retroactive basis.
This discussion does not address all aspects of U.S. federal
income taxation that may be relevant to us or to any particular Holder of our shares based on such Holder’s individual circumstances.
In particular, this discussion considers only Holders that own our shares as capital assets within the meaning of Section 1221
of the Code. This discussion also does not address the potential application of the alternative minimum tax or the U.S. federal
income tax consequences to Holders that are subject to special rules, including:
|
1.
|
financial institutions or financial services
entities;
|
|
3.
|
taxpayers who have elected mark-to-market accounting;
|
|
5.
|
governments or agencies or instrumentalities
thereof;
|
|
7.
|
regulated investment companies;
|
|
8.
|
real estate investment trusts;
|
|
9.
|
certain expatriates or former long-term residents
of the U.S.;
|
|
10.
|
persons that actually or constructively own
5% or more of our voting shares;
|
|
11.
|
persons that acquired our shares pursuant to
the exercise of employee stock options, in connection with employee stock incentive plans or otherwise as compensation;
|
|
12.
|
persons that hold our shares as part of a straddle,
constructive sale, hedging, conversion or other integrated transaction; or
|
|
13.
|
persons whose functional currency is not the
U.S. Dollars.
|
This discussion does not address any aspect of U.S. federal
non-income tax laws, such as gift or estate tax laws, or state, local or non-U.S. tax laws. Additionally, this discussion does
not consider the tax treatment of partnerships or other pass-through entities or persons who hold our securities through such
entities. If a partnership (or other entity classified as a partnership for U.S. federal income tax purposes) is the beneficial
owner of our shares, the U.S. federal income tax treatment of a partner in the partnership will generally depend on the status
of the partner and the activities of the partnership. This discussion also assumes that any distribution made (or deemed made)
regarding our shares and any consideration received (or deemed received) by a Holder connected with selling or other disposition
of such shares will be in U.S. Dollars.
We have not sought, and will not seek, a ruling from the Internal
Revenue Service (the “IRS”), or an opinion of counsel as to any U.S. federal income tax consequence described herein.
The IRS may disagree with one or more aspects of the discussion herein, and its determination may be upheld by a court. Moreover,
there can be no assurance that future legislation, regulations, administrative rulings or court decisions will not adversely affect
the accuracy of the statements in this discussion.
BECAUSE OF THE COMPLEXITY OF THE TAX LAWS AND BECAUSE THE TAX
CONSEQUENCES TO SGOCO OR TO ANY PARTICULAR HOLDER OF OUR SECURITIES MAY BE AFFECTED BY MATTERS NOT DISCUSSED HEREIN, EACH HOLDER
OF OUR SECURITIES IS URGED TO CONSULT WITH ITS TAX ADVISOR REGARDING THE SPECIFIC TAX CONSEQUENCES OF THE OWNERSHIP AND DISPOSITION
OF OUR SECURITIES, INCLUDING THE APPLICABILITY AND EFFECT OF STATE, LOCAL AND NON-U.S. TAX LAWS, AS WELL AS U.S. FEDERAL TAX LAWS
AND APPLICABLE TAX TREATIES.
Tax Consequences to U.S. Holders of Ordinary Shares
Taxation of Distributions Paid on Ordinary Shares
Subject to the passive foreign investment company, or PFIC,
rules discussed below, a U.S. Holder generally will be required to include in gross income as ordinary income the amount of any
cash dividend paid on our ordinary shares. A cash distribution on such shares will be treated as a dividend for U.S. federal income
tax purposes to the extent the distribution is paid out of our current or accumulated earnings and profits (as determined for
U.S. federal income tax purposes). Such dividend will not be eligible for the dividends-received deduction generally allowed to
domestic corporations regarding dividends received from other domestic corporations. Any distributions in excess of such earnings
and profits generally will be applied against and reduce the U.S. Holder’s basis in its ordinary shares and, to the extent
in excess of such basis, will be treated as gain from the sale or exchange of such ordinary shares.
Regarding non-corporate U.S. Holders for taxable years beginning
before January 1, 2013, dividends may be taxed at the lower applicable long-term capital gains rate (see “— Taxation
on the Disposition of Ordinary Shares” below) provided that:
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our ordinary shares are readily tradable on
an established securities market in the U.S. or, in the event we are deemed to be a Chinese “resident enterprise”
under the EIT Law, we are eligible for the benefits of the Agreement between the Government of the United States of America
and the Government of the People’s Republic of China for the Avoidance of Double Taxation and the Prevention of Tax
Evasion regarding Taxes on Income, or the “U.S.-PRC Tax Treaty;”
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we are not a PFIC, as discussed below, for either
the taxable year in which the dividend was paid or the preceding taxable year; and
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3.
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certain holding period requirements are met.
Under published IRS authority, shares are considered for purposes of clause (1) above to be readily tradable on an established
securities market in the U.S. only if they are listed on certain exchanges, which presently include the NASDAQ Stock Market
but do not include the OTC Bulletin Board.
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We were listed on the NASDAQ Stock Market in December 2010.
If we are not able to maintain such a listing, it is anticipated that our ordinary shares will be quoted and traded only on the
OTC Bulletin Board. In that case, any dividends paid on our ordinary shares would not qualify for the lower rate unless we are
deemed to be a Chinese “resident enterprise” under the EIT Law and are eligible for the benefits of the U.S.-PRC Tax
Treaty.
Unless the special provisions described above, dealing with
the taxation of qualified dividend income at the lower long-term capital gains rate, are extended, this favorable treatment will
not apply to dividends in taxable years beginning on or after January 1, 2013. U.S. Holders should consult their own tax advisors
regarding the availability of the lower rate for any dividends paid regarding our ordinary shares.
If PRC taxes apply to dividends paid to a U.S. Holder on our
ordinary shares, such U.S. Holder may be entitled to a reduced rate of PRC tax under the U.S-PRC Tax Treaty. In addition, such
PRC taxes may be treated as foreign taxes eligible for credit against such Holder’s U.S. federal income tax liability (subject
to certain limitations). U.S. Holders should consult their own tax advisors regarding the creditability of any such PRC tax and
their eligibility for the benefits of the U.S.-PRC Tax Treaty.
Taxation on the Disposition of Ordinary Shares
Upon a sale or other taxable disposition of our ordinary shares,
and subject to the PFIC rules discussed below, a U.S. Holder should recognize capital gain or loss in an amount equal to the difference
between the amount realized and the U.S. Holder’s adjusted tax basis in the ordinary shares.
Capital gains recognized by U.S. Holders generally are subject
to U.S. federal income tax at the same rate as ordinary income, except that long-term capital gains recognized by non-corporate
U.S. Holders are generally subject to U.S. federal income tax at a maximum rate of 15% for taxable years beginning before January
1, 2013 (and 20% thereafter). Capital gain or loss will constitute long-term capital gain or loss if the U.S. Holder’s holding
period for the ordinary shares exceeds one year. The deductibility of capital losses is subject to various limitations.
If PRC taxes would otherwise apply to any gain from the disposition
of our ordinary shares by a U.S. Holder, such U.S. Holder may be entitled to a reduction in or elimination of such taxes under
the U.S.-PRC Tax Treaty. Any PRC taxes that are paid by a U.S. Holder regarding such gain may be treated as foreign taxes eligible
for credit against such Holder’s U.S. federal income tax liability (subject to certain limitations which could reduce or
eliminate the available tax credit). U.S. Holders should consult their own tax advisors regarding the creditability of any such
PRC tax and their eligibility for the benefits of the U.S.-PRC Tax Treaty.
Additional Taxes After 2012
For taxable years beginning after December 31, 2012, U.S. Holders
that are individuals, estates or trusts and whose income exceeds certain thresholds generally will be subject to a 3.8% Medicare
contribution tax on unearned income, including, among other things, cash dividends on, and capital gains from the sale or other
taxable disposition of, our ordinary shares, subject to certain limitations and exceptions. U.S. Holders should consult their
own tax advisors regarding the effect, if any, of such tax on their ownership and disposition of our ordinary shares.
Passive Foreign Investment Company Rules
A foreign (
i.e.
, non-U.S.) corporation will be a PFIC
if at least 75% of its gross income in a taxable year of the foreign corporation, including its pro rata share of the gross income
of any corporation in which it is considered to own at least 25% of the shares by value, is passive income. Alternatively, a foreign
corporation will be a PFIC if at least 50% of its assets in a taxable year of the foreign corporation, ordinarily determined based
on fair market value and averaged quarterly over the year, including its pro rata share of the assets of any corporation in which
it is considered to own at least 25% of the shares by value, are held for the production of, or produce, passive income. Passive
income generally includes dividends, interest, rents and royalties (other than certain rents or royalties derived from the active
conduct of a trade or business) and gains from the disposition of passive assets.
The composition of our passive assets during 2008 and 2009,
largely consisted of cash and other investment assets. The composition of our passive income in such periods largely consisted
of interest. Therefore, it is likely that we qualified as a PFIC regarding our 2008 and 2009 taxable years.
Based on the composition of our assets and the nature of the
Company’s income and subsidiaries’ income for our taxable year ended December 31, 2013, we do not expect to be treated
as a PFIC for such year under the tax laws as enacted and construed at the present time. But, this conclusion is based in part
on our treating the “other receivable” on our balance sheet not as a passive asset for PFIC purposes on the ground
that it is an installment note on the sale of stock of an affiliate company that held assets that had been actively used in our
manufacturing business.
We believe this conclusion is proper. But, because the matter
is not certain, there is no guarantee that the IRS in an audit would agree. If the IRS did not agree, we would likely be treated
as a PFIC for both 2013 and 2012.
In addition, our actual PFIC status for our 2013 taxable year
or any subsequent taxable year will not be determinable until after the end of such taxable year. Accordingly, there can be no
assurance regarding our status as a PFIC for our current taxable year or any future taxable year.
If we are determined to be a PFIC and a U.S. Holder did not
make either a timely qualified electing fund, or QEF, election for our first taxable year as a PFIC in which the U.S. Holder held
(or was deemed to hold) ordinary shares, or a mark-to-market election, as described below, such Holder generally will be subject
to special rules regarding:
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any gain recognized by the U.S. Holder on the
sale or other disposition of its ordinary shares; and
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2.
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any “excess distribution” made to
the U.S. Holder (generally, any distributions to such U.S. Holder during a taxable year of the U.S. Holder that are greater
than 125% of the average annual distributions received by such U.S. Holder regarding the ordinary shares during the three
preceding taxable years of such U.S. Holder or, if shorter, such U.S. Holder’s holding period for the ordinary shares).
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Under these rules:
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the U.S. Holder’s gain or excess distribution
will be allocated ratably over the U.S. Holder’s holding period for the ordinary shares;
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2.
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the amount allocated to the U.S. Holder’s
taxable year in which the U.S. Holder recognized the gain or received the excess distribution, or to the period in the U.S.
Holder’s holding period before the first day of our first taxable year in which we are a PFIC, will be taxed as ordinary
income;
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3.
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the amount allocated to other taxable years
(or portions thereof) of the U.S. Holder and included in its holding period will be taxed at the highest tax rate in effect
for that year and applicable to the U.S. Holder; and
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4.
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the interest charge generally applicable to
underpayments of tax will be imposed regarding the tax attributable to each such year of the U.S. Holder.
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In general, a U.S. Holder may avoid the PFIC tax consequences
described above in respect to our ordinary shares by making a timely QEF election to include in income its pro rata share of our
net capital gains (as long-term capital gain) and other earnings and profits (as ordinary income), on a current basis, in each
case whether or not distributed, in the taxable year of the U.S. Holder in which or with which our taxable year ends. There can
be no assurance, however, that we will pay current dividends or make other distributions sufficient for a U.S. Holder who makes
a QEF election to satisfy the tax liability attributable to income inclusions under the QEF rules, and the U.S. Holder may have
to pay the resulting tax from its other assets. A U.S. Holder may make a separate election to defer the payment of taxes on undistributed
income inclusions under the QEF rules, but if deferred, any such taxes will be subject to an interest charge.
The QEF election is made on a shareholder-by-shareholder basis
and, once made, can be revoked only with the consent of the IRS. A U.S. Holder generally makes a QEF election by attaching a completed
IRS Form 8621 (Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund), including the information
provided in a PFIC annual information statement, to a timely filed U.S. federal income tax return for the tax year to which the
election relates.
Retroactive QEF elections generally may be made only by filing
a protective statement with such return and if certain other conditions are met or with the consent of the IRS. To comply with
the requirements of a QEF election, a U.S. Holder must receive certain information from us. Upon request from a U.S. Holder, we
will endeavor to provide to the U.S. Holder no later than 90 days after the request such information as the IRS may require, including
a PFIC annual information statement, in order to enable the U.S. Holder to make and maintain a QEF election. However, there is
no assurance that we will have timely knowledge of our status as a PFIC in the future or of the required information to be provided.
If a U.S. Holder has made a QEF election regarding our ordinary
shares, and the special tax and interest charge rules do not apply to such shares (because of a timely QEF election for our first
taxable year as a PFIC in which the U.S. Holder holds (or is deemed to hold) such shares), any gain recognized on the appreciation
of our ordinary shares generally will be taxable as capital gain and no interest charge will be imposed. As discussed above, U.S.
Holders of a QEF are currently taxed on their pro rata shares of its earnings and profits, whether or not distributed. In such
case, a subsequent distribution of such earnings and profits that were previously included in income generally should not be taxable
as a dividend to those U.S. Holders who made a QEF election. The tax basis of a U.S. Holder’s shares in a QEF will be increased
by amounts that are included in income, and decreased by amounts distributed but not taxed as dividends, under the above rules.
Similar basis adjustments apply to property if by reason of holding such property the U.S. Holder is treated under the applicable
attribution rules as owning shares in a QEF.
A determination as to our PFIC status will be made annually.
But, an initial determination that our company is a PFIC will generally apply for subsequent years to a U.S. Holder who held ordinary
shares while we were a PFIC, whether or not we meet the test for PFIC status in those years. A U.S. Holder who makes the QEF election
discussed above for our first taxable year as a PFIC in which the U.S. Holder holds (or is deemed to hold) our ordinary shares,
however, will not be subject to the PFIC tax and interest charge rules discussed above in respect to such shares. In addition,
such U.S. Holder will not be subject to the QEF inclusion regime regarding such shares for any taxable year of ours that ends
within or with a taxable year of the U.S. Holder and in which we are not a PFIC. But, if the QEF election is not effective for
each of our taxable years in which we are a PFIC and the U.S. Holder holds (or is deemed to hold) our ordinary shares, the PFIC
rules discussed above will continue to apply to such shares unless the Holder makes a purging election, and pays the tax and interest
charge regarding the gain inherent in such shares attributable to the pre-QEF election period.
Alternatively, if a U.S. Holder, at the close of its taxable
year, owns shares in a PFIC that are treated as marketable stock, the U.S. Holder may make a mark-to-market election regarding
such shares for such taxable year. If the U.S. Holder makes a valid mark-to-market election for the first taxable year of the
U.S. Holder in which the U.S. Holder holds (or is deemed to hold) shares in us and for which we are determined to be a PFIC, such
Holder generally will not be subject to the PFIC rules described above in respect to its ordinary shares. Instead, in general,
the U.S. Holder will include as ordinary income each year the excess, if any, of the fair market value of its ordinary shares
at the end of its taxable year over the adjusted basis in its ordinary shares. The U.S. Holder also will be allowed to take an
ordinary loss regarding the excess, if any, of the adjusted basis of its ordinary shares over the fair market value of its ordinary
shares at the end of its taxable year (but only to the extent of the net amount of previously included income as a result of the
mark-to-market election). The U.S. Holder’s basis in its ordinary shares will be adjusted to reflect any such income or
loss amounts, and any further gain recognized on a sale or other taxable disposition of the ordinary shares will be treated as
ordinary income.
The mark-to-market election is available only for stock that
is regularly traded on a national securities exchange that is registered with the SEC, or on a foreign exchange or market that
the IRS determines has rules sufficient to establish that the market price represents a legitimate and sound fair market value.
Although we became listed on the NASDAQ Stock Market in December 2010, if we are not able to maintain such a listing, it is anticipated
that our ordinary shares would continue to be quoted and traded only on the OTC Bulletin Board. If our ordinary shares were to
be quoted and traded only on the OTC Bulletin Board, such shares may not currently qualify as marketable stock for purposes of
the election. U.S. Holders should consult their own tax advisors regarding the availability and tax consequences of a mark-to-market
election in respect to our ordinary shares under their particular circumstances.
If we are a PFIC and, at any time, have a foreign subsidiary
that is classified as a PFIC, U.S. Holders generally would be deemed to own a portion of the shares of such lower-tier PFIC, and
generally could incur liability for the deferred tax and interest charge described above if we receive a distribution from, or
dispose of all or part of our interest in, the lower-tier PFIC. Upon request, we will endeavor to cause any lower-tier PFIC to
provide to a U.S. Holder no later than 90 days after the request the information that may be required to make or maintain a QEF
election regarding the lower-tier PFIC. However, there is no assurance that we will have timely knowledge of the status of any
such lower-tier PFIC or will be able to cause the lower-tier PFIC to provide the required information. U.S. Holders are urged
to consult their own tax advisors regarding the tax issues raised by lower-tier PFICs.
If a U.S. Holder owns (or is deemed to own) shares during any
year in a PFIC, such Holder may have to file an IRS Form 8621 (whether or not a QEF election or mark-to-market election is made).
The rules dealing with PFICs and with the QEF and mark-to-market
elections are very complex and are affected by various factors in addition to those described above. Accordingly, U.S. Holders
of our ordinary shares should consult their own tax advisors concerning the application of the PFIC rules to our ordinary shares
under their particular circumstances.
Tax Consequences to Non-U.S. Holders of Ordinary Shares
Dividends paid to a non-U.S. Holder in respect to its ordinary
shares generally will not be subject to U.S. federal income tax, unless the dividends are effectively in connection with the non-U.S.
Holder’s conduct of a trade or business within the U.S. (and, if required by an applicable income tax treaty, are attributable
to a permanent establishment or fixed base that such Holder maintains in the U.S.).
In addition, a non-U.S. Holder generally will not be subject
to U.S. federal income tax on any gain attributable to a sale or other disposition of our ordinary shares, unless such gain is
effectively in connection with its conduct of a trade or business in the U.S. (and, if required by an applicable income tax treaty,
is attributable to a permanent establishment or fixed base that such Holder maintains in the U.S.) or the non-U.S. Holder is an
individual who is present in the U.S. for 183 days or more in the taxable year of sale or other disposition and certain other
conditions are met (in which case, such gain from U.S. sources generally is subject to tax at a 30% rate or a lower applicable
tax treaty rate).
Dividends and gains that are effectively in connection with
the non-U.S. Holder’s conduct of a trade or business in the U.S. (and, if required by an applicable income tax treaty, are
attributable to a permanent establishment or fixed base in the U.S.) generally will be subject to tax in the same manner as for
a U.S. Holder and, in the case of a non-U.S. Holder that is a corporation for U.S. federal income tax purposes, may also be subject
to an additional branch profits tax at a 30% rate or a lower applicable tax treaty rate.
Backup Withholding and Information Reporting
In general, information reporting for U.S. federal income tax
purposes should apply to distributions made on our ordinary shares within the U.S. to a non-corporate U.S. Holder and to the proceeds
from sales and other dispositions of our ordinary shares by a non-corporate U.S. Holder to or through a U.S. office of a broker.
Payments made (and sales and other dispositions effected at an office) outside the U.S. will be subject to information reporting
in limited circumstances. In addition, backup withholding of United States federal income tax, currently at a rate of 28%, generally
will apply to dividends paid on our ordinary shares to a non-corporate U.S. Holder and the proceeds from sales and other dispositions
of shares by a non-corporate U.S. Holder, in each case who:
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fails to provide an accurate taxpayer identification
number;
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2.
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is notified by the IRS that backup withholding is required; or
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3.
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in certain circumstances, fails to comply with applicable certification
requirements.
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Unless current individual income tax rates are extended, the
backup withholding rate will increase to 31% for payments made on or after January 1, 2013. A non-U.S. Holder generally may eliminate
the requirement for information reporting and backup withholding by providing certification of its foreign status, under penalties
of perjury, on a duly executed applicable IRS Form W-8 or by otherwise establishing an exemption.
Backup withholding is not an additional tax. Rather, the amount
of any backup withholding will be allowed as a credit against a U.S. Holder’s or a non-U.S. Holder’s U.S. federal
income tax liability and may entitle such Holder to a refund, provided that certain required information is timely furnished to
the IRS. Holders are urged to consult their own tax advisors regarding the application of backup withholding and the availability
of and procedure for obtaining an exemption from backup withholding in their particular circumstances.
For taxable years beginning after March 18, 2010, individual
U.S. Holders may be required to report ownership of our ordinary shares and certain related information on their individual federal
income tax returns in certain circumstances. Generally, this reporting requirement will apply if: (1) the ordinary shares are
held in an account of the individual U.S. Holder maintained with a “foreign financial institution”; or (2) the ordinary
shares are not held in an account maintained with a “financial institution,” as such terms are defined in the Code.
The reporting obligation will not apply to an individual, however, unless the total aggregate value of the individual’s
foreign financial assets exceeds $50,000 during a taxable year.
For clarification, this reporting requirement should not apply
to ordinary shares held in an account with a U.S. brokerage firm. Not complying with this reporting requirement, if it applies,
will result in substantial penalties. In certain circumstances, additional tax and other reporting requirements may apply. U.S.
Holders of our ordinary shares are advised to consult with their own tax advisors concerning all such reporting requirements.
F. Dividends and paying agents.
Not applicable.
G. Statement by experts.
Not applicable.
H. Documents on display.
We are subject to the periodic reporting and other informational
requirements of the Exchange Act. Under the Exchange Act, we are required to file reports and other information with the SEC.
Specifically, we are required to file annually a Form 20-F no later than four months after the close of each fiscal year and submit
other information under cover of Form 6-K. Annual Reports and other information we file with the SEC may be inspected at the public
reference facilities maintained by the SEC at Room 1024, 100 F. Street, N.E., Washington, D.C. 20549, and copies of all or any
part thereof may be obtained from such offices upon payment of the prescribed fees. You may call the SEC at 1-800-SEC-0330 for
further information on the operation of the public reference rooms and you can request copies of the documents upon payment of
a duplicating fee, by writing to the SEC. In addition, the SEC maintains a web site that contains reports and other information
regarding registrants (including us) that file electronically with the SEC which can be accessed at
www.sec.gov
.
Our Internet website is
www.sgocogroup.com
. We make
our Annual Reports on Form 20-F and any amendments to such reports available free of charge on our website as soon as reasonably
practicable following the electronic filing of each report with the SEC. In addition, we provide copies of our filings free of
charge upon request. The information contained on our website is not part of this or any other report filed with or furnished
to the SEC.
As a foreign private issuer, we are exempt from the proxy requirements
of Section 14 of the Exchange Act and our officers, directors and principal shareholders will be exempt from the insider short-swing
disclosure and profit recovery rules of Section 16 of the Exchange Act.
I. Subsidiary Information
Not required.
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET
RISK
Foreign Exchange Risk
The value of the RMB against the U.S. Dollars and other currencies
is affected by, among other things, changes in China’s political and economic conditions. Since July 2005, the RMB has no
longer been pegged to the dollar. Although the People’s Bank of China, China’s central bank, regularly intervenes
in the foreign exchange market to prevent significant short-term fluctuations in the exchange rate, the RMB may appreciate or
depreciate significantly in value against the U.S. Dollars in the medium to long term. Moreover, it is possible that in the future,
PRC authorities may lift restrictions on fluctuations in the RMB exchange rate and lessen intervention in the foreign exchange
market. On March 17, 2014, the People’s Bank of China announced that the RMB exchange rate flexibility increased to 2% in
order to proceed further with reform of the RMB exchange rate regime. These could result in a further and more significant floatation
in the RMB’s value against the U.S. Dollars.
Because substantially all of our earnings and majority of cash
assets are denominated in RMB, but our reporting currency is the U.S. Dollars, fluctuations in the exchange rate between the U.S.
Dollars and the RMB will affect our balance sheet and our earnings per share in U.S. Dollars. In addition, appreciation or depreciation
in the value of the RMB relative to the U.S. Dollars would affect our financial results reported in U.S. Dollars terms without
giving effect to any underlying change in our business or results of operations.
Very limited hedging transactions are available in China to
reduce exposure to exchange rate fluctuations. To date, we have not entered into any hedging transactions in order to reduce our
exposure to foreign currency exchange risk. While we may enter into hedging transactions in the future, the availability and effectiveness
of these transactions may be limited, and we may not be able to successfully hedge its exposure at all. In addition, foreign currency
exchange losses may be magnified by PRC exchange control regulations that restrict our ability to convert RMB into foreign currencies.
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
Not applicable.
The accompanying notes are an integral
part of these consolidated financial statements.