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 9,387,928 ordinary shares issued and outstanding
as of December 31, 2016.
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.
If an emerging growth company that prepares its financial
statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange
Act.
¨
† The term “new or revised financial accounting standard” refers
to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
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 and SGOCO (Fujian) Electronic
Co., Ltd. from SGOCO in 2011 and 2014, in what is referred to, depending on the context, as the “Sale of Honesty Group”
and or the “Sale of SGOCO (Fujian)”, respectively;
3. “Boca” means Boca International Limited,
a Hong Kong limited company and a wholly owned subsidiary of SGOCO International.
4. “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;
5. “Guancheng” means Guancheng (Fujian)
Electron Technological Co. Limited, a company with limited liability incorporated in China and a wholly owned subsidiary of Honesty
Group;
6. “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;
7. “Guanwei” means Guanwei (Fujian) Electron
Technological Co. Limited, a company with limited liability incorporated in China and a wholly owned subsidiary of Honesty Group;
8. “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;
9. “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.;
10. “PRC” or “China” means
the People’s Republic of China;
11. “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;
12. “Sale of SGOCO (Fujian)” means the
transaction consummated as provided by the Sale and Purchase Agreement dated December 24, 2014, by and between our company and
Apex Flourish Group Limited pursuant to which we sold our 100% ownership interest in SGOCO (Fujian) Electronic Co., Ltd. to Apex
Flourish Group Limited;
13. “SGO” means SGO Corporation, a Delaware
corporation and a wholly owned subsidiary of SGOCO International;
14. “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;
15. “SGOCO (Fujian)” means SGOCO (Fujian)
Electronic Co., Ltd., a company with limited liability incorporated in China and a former wholly owned subsidiary of SGOCO International;
which was sold to Apex Flourish Group Limited in the Sale of SCOGO (Fujian) transaction described above;
16. “SGOCO International” means SGOCO
International (HK) Limited, a Hong Kong limited company and wholly owned subsidiary of SGOCO;
17. “SGOCO Shenzhen” means SGOCO (Shenzhen)
Technology Co., Ltd., a company with limited liability incorporated in China and a wholly owned subsidiary of SGOCO International;
18. “Tier 3 cities” means middle-scale
or prefecture level cities in China; and “Tier 4 cities” means small or county level cities in China;
19. “U.S. Dollars,” “dollars,”
“US$,” or “$” means the legal currency of the United States. “RMB” or “Renminbi”
means the legal currency of China;
20. “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.
21. “Convertible notes” refer to a series
convertible notes we issued between June and September, 2015.
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.
On December 24, 2014, we entered into a Sale and Purchase Agreement
to sell our 100% ownership interest in SGOCO (Fujian) to Apex for $11.0 million in total consideration (referred to hereinafter
as “Sale of SGOCO (Fujian)”). SGOCO (Fujian)'s operations are reflected in our Fiscal Year 2014 financial statements
through December 31, 2014.
On December 28, 2015, SGOCO International entered into a Share
Sale and Purchase Agreement for the Sale and Purchase of the Entire Issued Share Capital of Boca International Limited with Richly
Conqueror Limited, a company organized under the laws of the British Virgin Islands. Pursuant to the Agreement, SGOCO International
acquires 100% of the issued share capital of Boca International Limited., a private holding company incorporated in Hong Kong,
from its sole legal and beneficial owner - Richly Conqueror Limited at a consideration of $52 million in the form of cash, plus
up to 19.9% newly issued ordinary shares of the Company. In March, 2016, the acquisition of Boca was closed and SGOCO International
fully paid $52 million plus 1,162,305 post-split shares of common stock of the Company and received 100% of the shares and ownership
of Boca.
On April 28, 2017, SGOGO International (HK) Limited (“SGOCO
HK”), a wholly-owned subsidiary of SGOCO, entered into a Share Sale and Purchase Agreement with Full Linkage Limited (the
“Seller”) pursuant to which SGOCO HK acquired all of the issued and outstanding capital stock of Century Skyway Limited,
which was owned by the Seller. In consideration for the acquisition of Century, SGOCO HK paid to the Seller $32,600,000 and SGOCO
issued to the Seller 1,500,000 of its ordinary shares. The consummation of the transactions contemplated by the Share Sale and
Purchase Agreement occurred in May, 2017.
The selected consolidated statement of operations data presented
below for the years ended December 31, 2016, 2015 and 2014 and the selected consolidated balance sheet data as of December 31,
2016 and 2015 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, 2013 and 2012 and the selected consolidated balance
sheet data as of December 31, 2014, 2013 and 2012 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, 2016,
2015 and 2014 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 which
are based upon post-split share numbers)
|
|
For the Years Ended
|
|
|
|
December 31,
|
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenues
|
|
|
5,069
|
|
|
|
1,921
|
|
|
|
43,230
|
|
|
|
200,974
|
|
|
|
166,701
|
|
Cost of goods sold
|
|
|
(4,867
|
)
|
|
|
(1,826
|
)
|
|
|
(41,213
|
)
|
|
|
(185,045
|
)
|
|
|
(154,221
|
)
|
Gross profit
|
|
|
202
|
|
|
|
95
|
|
|
|
2,017
|
|
|
|
15,929
|
|
|
|
12,480
|
|
Selling expenses
|
|
|
(55
|
)
|
|
|
(131
|
)
|
|
|
(297
|
)
|
|
|
(1,073
|
)
|
|
|
(670
|
)
|
General and administrative expenses
|
|
|
(4,115
|
)
|
|
|
(1,498
|
)
|
|
|
(3,069
|
)
|
|
|
(3,802
|
)
|
|
|
(5,322
|
)
|
Total operating expenses
|
|
|
(4,170
|
)
|
|
|
(1,629
|
)
|
|
|
(3,366
|
)
|
|
|
(4,875
|
)
|
|
|
(5,992
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) Income from operations
|
|
|
(3,968
|
)
|
|
|
(1,534
|
)
|
|
|
(1,349
|
)
|
|
|
11,054
|
|
|
|
6,488
|
|
Interest income
|
|
|
121
|
|
|
|
220
|
|
|
|
338
|
|
|
|
12
|
|
|
|
8
|
|
Interest expense
|
|
|
(15
|
)
|
|
|
(57
|
)
|
|
|
(304
|
)
|
|
|
(260
|
)
|
|
|
(61
|
)
|
Other income (expense), net
|
|
|
-
|
|
|
|
(8
|
)
|
|
|
319
|
|
|
|
192
|
|
|
|
(130
|
)
|
Change in fair value of warrant derivative liability
|
|
|
-
|
|
|
|
2
|
|
|
|
19
|
|
|
|
(3
|
)
|
|
|
75
|
|
Loss on change in fair value of convertible notes
|
|
|
(1,500
|
)
|
|
|
(1,041
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Gain from disposal of subsidiaries
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
(Loss) Income before provision for income taxes
|
|
|
(5,362
|
)
|
|
|
(2,418
|
)
|
|
|
(977
|
)
|
|
|
10,995
|
|
|
|
6,380
|
|
Income taxes benefit (expense)
|
|
|
315
|
|
|
|
-
|
|
|
|
(1,311
|
)
|
|
|
(2,551
|
)
|
|
|
(2,167
|
)
|
Net loss income
|
|
|
(5,047
|
)
|
|
|
(2,418
|
)
|
|
|
(2,288
|
)
|
|
|
8,444
|
|
|
|
4,213
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) Income per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic-ordinary share
|
|
|
(0.68
|
)
|
|
|
(0.55
|
)
|
|
|
(0.53
|
)
|
|
|
1.96
|
|
|
|
0.99
|
|
Diluted-ordinary share
|
|
|
(0.68
|
)
|
|
|
(0.55
|
)
|
|
|
(0.53
|
)
|
|
|
1.96
|
|
|
|
0.99
|
|
Weighted average shares used in calculating earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
7,422,208
|
|
|
|
4,400,298
|
|
|
|
4,351,517
|
|
|
|
4,298,297
|
|
|
|
4,264,894
|
|
Diluted
|
|
|
7,422,208
|
|
|
|
4,400,298
|
|
|
|
4,351,517
|
|
|
|
4,298,297
|
|
|
|
4,264,894
|
|
Consolidated Balance Sheet Data
(In thousands of U.S. Dollars, except per share amounts)
|
|
As of December 31,
|
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
|
100,272
|
|
|
|
86,882
|
|
|
|
92,553
|
|
|
|
104,735
|
|
|
|
105,647
|
|
Total liabilities
|
|
|
13,593
|
|
|
|
9,046
|
|
|
|
7,356
|
|
|
|
16,946
|
|
|
|
27,332
|
|
Total shareholders’ equity
|
|
|
86,679
|
|
|
|
77,836
|
|
|
|
85,197
|
|
|
|
87,789
|
|
|
|
78,315
|
|
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
The sale of SGOCO (Fujian) may not produce the benefits
the Company anticipated and it may raise uncertainty about our future direction
SGOCO (Fujian) engaged in sales of traditional flat panel LED
and LCD monitors and other application specific products. On December 24, 2014, we entered into the Sale of SGOCO (Fujian) to
sell our 100% ownership interest in SGOCO (Fujian) to Apex for $11.0 million in total consideration. This transaction was completed
on December 31, 2014. Our intension was to reduce the reliance on sales of traditional flat panel LED and LCD monitor products,
which enables us to focus on finding new business acquisition opportunities and exploring new products.
However, we can neither guarantee the success of the business
restructuring nor predict how long will take to complete the business restructuring.
Following the Sale of SGOCO (Fujian), we discontinued consolidating
the financial statements of SGOCO (Fujian). If SGOCO (Fujian) 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 business
transformation, which would substantially change our financial condition.
The acquisition of Boca International Limited or any
future acquisition may not produce the benefits the Company anticipated and the Company is exposed to both operational and acquisition
integration risks that could adversely affect the Company
In March 2016, we completed the acquisition of 100% ownership
of Boca International Limited ("Boca"), a company providing energy saving products and services to reduce the energy
costs for new and existing buildings. Our intention is to reduce the reliance on sales of traditional flat panel LED and LCD monitor
products and enter into energy saving and new energy market. However, the Company may not be able to fully achieve its strategic
objectives and operating efficiencies after the acquisition of Boca. Inherent uncertainties exist in integrating the operations
of Boca to the Company. The Company may lose key personnel, either from the acquired entity or from itself, as a result of an
acquisition. These factors could contribute to the Company not achieving the expected benefits from its acquisitions within desired
time frames, if at all.
Any acquisition or future acquisitions present financial, managerial
and operational challenges, including diversion of management attention, difficulty with integrating acquired businesses, integration
of different corporate cultures or separating personnel and financial and other systems, increased expenses, assumption of unknown
liabilities, indemnities, and potential disputes with the buyers or sellers, and the need to evaluate the financial systems of
and establish internal controls for acquired entities. There can be no assurance that the Company will engage in any additional
acquisitions or divestitures or that the Company will be able to do so on terms that will result in any expected benefits. If
the Company makes any future business acquisitions, it may issue additional shares of common stock to pay for those acquisitions,
which would further dilute current shareholders’ ownership interest. Acquisitions also could require the Company to use
substantial cash or other liquid assets or to incur debt. In such a case, it could make the Company more vulnerable to business
downturns and could negatively affect the Company’s earnings.
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. Due to the increasing popularity of mobile devices, the contraction of personal
computer market demand continued and it adversely impacted the market demand of our major products, flat panel LCD and LED monitors.
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.
If we fail to meet the evolving
needs of VR markets, identify new products, services or technologies, or successfully compete in our target markets, our revenue
and financial results will be adversely impacted.
Century Skyway provides hardware and software
to visual computing and accelerated computing platforms. Century Skyway’s success depends to a significant extent on our
ability to meet the evolving needs of these markets and to enhance our existing products, services and technologies. In addition,
our success further depends on our ability to identify emerging industry trends and to develop new products, services and technologies.
Our existing markets and products and new markets and products may require a considerable investment of technical, financial,
compliance, sales and marketing resources.
We cannot assure you that our strategic
direction will result in innovative products and technologies that provide value to our customers and partners. If we fail to
anticipate the changing needs of our target markets and emerging technology trends, or adapt that strategy as market conditions
evolve, in a timely manner to exploit potential market opportunities our business will be harmed. In addition, if demand for products
and services from these growth markets is below our expectations, if we fail to achieve consumer or market acceptance of them
or if we are not able to develop these products and services in a cost effective or efficient manner, we may not realize benefits
from our strategy.
Our target markets remain extremely competitive,
and we expect competition to intensify as current competitors expand their product and/or service offerings, industry standards
continue to evolve and new competitors enter these markets. If we are unable to successfully compete in our target markets, including
in significant international markets, demand for our products, services and technologies could decrease which would cause our
revenue to decline and our financial results to suffer. Our competitors’ products, services and technologies may be less
costly, or may offer superior functionality or different features, than ours. In addition, many of our competitors have longer
operating histories, greater name recognition, larger customer bases, and greater financial, sales, marketing and distribution
resources than we do. These competitors may be able to more effectively identify and capitalize upon opportunities in new markets
and end user customer trends. If we are unable to successfully compete in our target markets or introduce new offerings in light
of the competitive environment, our results of operations could suffer.
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.
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 2016, sales to our top one distributor accounted for 85.1% of total revenue. For
2015 and 2014, sales to our top three and two distributors accounted for 66.8% and 51.7%, respectively, of our total revenue.
Our largest customers have generally changed from period-to-period.
There were one, three and two customers each with more than 10% of our revenue for the years ended December 31, 2016, 2015 and
2014, respectively.
Decreases in the price of coal,
oil and gas or a decline in popular support for “green” energy technologies could reduce demand for Boca's energy
saving projects, which could materially harm our ability to grow our business
.
Higher coal, oil and gas prices provide
incentives for customers to invest in “green” energy technologies such as our energy saving projects that reduce their
need for electricity. Conversely, lower coal, oil and gas prices would tend to reduce the incentive for customers to invest in
equipment to save electric power. Demand for our projects and services depends in part on the current and future commodity prices
of coal, oil and gas. We have no control over the current or future prices of these commodities.
In addition, popular support by governments,
corporations and individuals for “green” energy technologies may change. Because of the ongoing development of, and
the possible change in support for, “green” energy technologies we cannot assure you that negative changes to
this industry will not occur. Changes in government or popular support for “green” energy technologies could have
a material adverse effect on our business, prospects and results of operations.
Our strategy of acquiring complementary
assets, technologies and businesses may fail and result in impairment losses.
As a component of our growth strategy,
we have acquired and intend to actively identify and acquire assets, technologies and businesses that are complementary to our
existing businesses. Our acquisitions could result in the use of substantial amounts of cash, issuance of potentially dilutive
equity securities, significant impairment losses related to goodwill or amortization expenses related to intangible assets and
exposure to undisclosed or potential liabilities of acquired companies. Impairment loss for goodwill and acquired intangible assets
may exist if our management concluded that expected synergies from acquisitions of assets, technologies and businesses would not
materialize.
We may be required to record a significant
charge to earnings if we are required to reassess our tangible and intangible assets.
We are required under U.S. GAAP to test
for impairment on tangible and intangible assets annually or more frequently if facts and circumstances warrant a review. Currently
we are losing money, and our tangible and intangible assets may be impaired if the losses continue. We are also required to review
our amortizable intangible assets for impairment when events or changes in circumstances indicate the carrying value may not be
recoverable. Factors that may be considered a change in circumstances indicating that the carrying value of our amortizable intangible
assets may not be recoverable include a decline in stock price and market capitalization and slower or declining growth rates
in our industry. We may be required to record a significant charge to earnings in our financial statements during the period in
which any impairment of our goodwill or amortizable intangible assets is determined.
Changes in the growth of demand
for or pricing of electricity could reduce demand for Boca's energy saving projects, which could materially harm our ability to
grow our business
.
Boca's revenues are dependent on the ability
to provide savings on energy costs for our clients. According to the National Bureau of Statistics of the PRC, domestic electricity
consumption grew at a rate of 5.0% in 2016. Power generation capacity was 6,340 billion kWh, a decrease of 0.2% from 2015. Clean
energy power generation increased significantly in 2015. The China Electricity Council has forecasted that the rate of growth
in China’s electricity demand will continue to increase in 2017 as the growth in electricity consumption increases due to
the continued development of the Chinese economy. However, such growth is unpredictable and depends on general economic conditions
and consumer demand, both of which are beyond our control. Furthermore, pricing of electricity in the PRC is set in advance by
the state or local electricity administration and may be artificially depressed by governmental regulation or influenced by supply
and demand imbalances. If these changes reduce the cost of electricity from traditional sources of supply, the demand for Boca's
energy saving projects could be reduced, and therefore, could materially harm our ability to grow our business.
We may not be able to adequately
respond to changes in technology affecting the energy saving industry
.
Our industry could experience rapid technological
changes and new product introductions. Current competitors or new market entrants could introduce new or enhanced products with
features which render the systems used in our projects obsolete or less marketable. Our future success will depend, in part, on
our ability to respond to changing technology and industry standards in a timely and cost-effective manner. We may not be successful
in effectively using new technologies, developing new systems or enhancing our existing systems and technology on a timely basis.
Our new technologies or enhancements may not achieve market acceptance. Our pursuit of new technologies may require substantial
time and expense. We may need to license new technologies to respond to technological change. These licenses may not be available
to us on terms that we can accept. Finally, we may not succeed in adapting our projects to new technologies as they emerge.
We are exposed to the credit risks of 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 Chief Executive officer (“CEO”), Mr. Shi-bin Xie,
and Vice President of Product Development, Mr. Jin-feng Li, Chief Technology officer of Boca, Mr. Chan, Kam Biu Richard, as all
of them have extensive knowledge of the PC monitor 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 2013. Our revenues, however, have dropped significantly since 2014, primarily due to our significant reduction in businesses
as a result of the sale of SGOCO (Fujian), weak industry growth and increased competition in China’s flat panel display
market, which was our primary market.
In the future, we may expand either through organic growth
or through acquisitions and investments in electronic related businesses. Such expansion may place a significant strain on our
managerial, operational and financial resources. We will need to effectively manage future growth, which will entail devising
and implementing business plans, training and managing a growing workforce, managing costs and implementing adequate controls
and reporting systems in a timely manner. There can be no assurance that our personnel, procedures and controls will be managed
effectively to adequately support future growth. Failure to effectively manage expansion could prevent us from executing our business
plan and adversely affect our business, financial condition and results of operations. 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.
Problems with product quality, including defects, in
our VR and LCD/LED products could result in fewer customers and decreased sales, and unexpected expenses.
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.
Century Skyway VR products are complex and may contain defects
or experience failures or unsatisfactory performance due to any number of issues in design, fabrication, packaging, materials
and/or use within a system. Our products are used by a variety of industries. Failure of our products to perform to specifications,
or other product defects, could lead to substantial damage to the products we sell directly to customers and to the user of such
end product. Any such defect may cause us to incur significant warranty, support and repair or replacement costs, cause us to
lose market share, and divert the attention of our engineering personnel from our product development efforts to find and correct
the issue. In addition, an error or defect in new products or releases or related software drivers after commencement of commercial
shipments could result in failure to achieve market acceptance or loss of design wins and harm our relationships with customers
and partners and consumers’ perceptions of our brand. Also, we may be required to reimburse our customers, partners or consumers,
including costs to repair or replace products in the field. A product recall or a significant number of product returns could
be expensive, damage our reputation, result in the shifting of business to our competitors and result in litigation against us
such as product liability suits. If a product liability claim is brought against us, the cost of defending the claim could be
significant and would divert the efforts of our technical and management personnel, and harm our business.
If we deliver VR or LCD/LED products with errors or defects,
or if there is a perception that our VR or 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 are essentially
borne by our manufacturers with a warranty period of one to three years, the product failures could increase the warranty costs
to our manufacturers who may then transfer their costs to us and ultimately to end users.
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 $5.0 million. 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.
Initially, SGOCO International was required to pay $1.0 million
and the remaining $4.0 million 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. According to the revised PRC Companies Law which became
effective on March 1, 2014, the time requirement of the registered capital contribution has been abolished. As such, SGOCO International
has its own discretion to consider the timing of the registered capital contributions. SGOCO International is in the process of
amending the charter to adopt the requirement of the revised PRC Companies Law. If it fails to amend the charter or fail 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 reasonable terms or at all.
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.
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 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 to be 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. However, 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 intellectual
property rights 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
increased 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 for future acquisitions and to expand 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 secure financing through 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 secure financing through 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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2.
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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 and
focus on new investments and exploring new products, including but not limited to acquiring equities of potential target companies
related to environmental protection, environmental energy saving, electronic and internet-related businesses and enriching our
product and service ranges. 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;
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the continued availability and favorable pricing of the raw
materials and components used in our products; and
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the availability and favorability of terms of potential acquisition
targets for developing new business.
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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.
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 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.
Our risk management and internal control systems may
not be effective and have deficiencies or material weaknesses
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 (“Section 404”), 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 under the rules of Section
404, our internal control over financial reporting was ineffective as of December 31, 2016. A material weakness is a deficiency,
or a combination of deficiencies, in internal control such that there is a reasonable possibility that a material misstatement
of our company’s financial statements will not be prevented, or detected and corrected on a timely basis. A significant
deficiency is a deficiency, or combination of deficiencies, in internal control that is less severe than a material weakness,
yet important enough to merit attention by those charged with governance. The material weakness we identified is our lack of sufficient
qualified accounting personnel with appropriate understanding of U.S. GAAP and SEC reporting requirements commensurate with our
financial reporting requirements, which resulted in a number of internal control deficiencies that were identified as being significant.
Also, as a small company, we do not have sufficient internal control personnel to set up adequate review functions at each reporting
level.
We are in the process of implementing measures to resolve the
material weakness and improve our internal and disclosure controls. However, we may not be able to successfully implement the
remedial measures. For example, we may not be able to identify and hire suitable personnel with the requisite U.S. GAAP and internal
control experience. The implementation of our remedial initiatives may not fully address the material weakness and significant
deficiencies in our internal control over financial reporting. In addition, the process of designing and implementing an effective
financial reporting system is a continuous effort that requires us to anticipate and react to changes in our business and economic
and regulatory environments and to expend significant resources to maintain a financial reporting system that is adequate in satisfying
our reporting obligations. We also expect to incur additional compensation expenses in connection with hiring additional accounting
and internal control personnel.
As a result, our business and financial condition, results
of operations and prospects, as well as the trading price of our ordinary shares may be materially and adversely affected. Ineffective
internal control over financial reporting could also expose us to increased risk of fraud or misuse of corporate assets, In turn,
that could subject us to potential delisting from the stock exchange on which our ordinary shares are listed, regulatory investigations
or civil or criminal sanctions.
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 shareholders 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 shareholders to liability
under PRC law.
SAFE promulgated the Circular on Relevant Issues Concerning
Foreign Exchange Control on Domestic Residents' Offshore Investment and Financing and Roundtrip Investment through Special Purpose
Vehicles, or SAFE Circular 37, on July 4, 2014, which replaced the former circular commonly known as "SAFE Circular
75" promulgated by SAFE on October 21, 2005. SAFE Circular 37 requires PRC residents to register with local branches
of SAFE in connection with their direct establishment or indirect control of an offshore entity, for the purpose of overseas investment
and financing, with such PRC residents' legally owned assets or equity interests in domestic enterprises or offshore assets or
interests, referred to in SAFE Circular 37 as a "special purpose vehicle." SAFE Circular 37 further requires amendment
to the registration in the event of any significant changes with respect to the special purpose vehicle, such as an increase or
decrease of capital contributed by PRC individuals, share transfer or exchange, merger, division or other material event. In the
event that a PRC shareholder holding interests in a special purpose vehicle fails to fulfill the required SAFE registration, the
PRC subsidiaries of that special purpose vehicle may be prohibited from making profit distributions to the offshore parent and
from carrying out subsequent cross-border foreign exchange activities, and the special purpose vehicle may be restricted in its
ability to contribute additional capital into its PRC subsidiary. Moreover, failure to comply with the various SAFE registration
requirements described above could result in liability under PRC law for evasion of foreign exchange controls.
We cannot predict fully how Circular 37 will affect our business
operations or future strategies because of ongoing uncertainty over how Circular 37 is interpreted and implemented, and how or
whether SAFE will apply it to us.
We have requested our PRC resident beneficial owners to make
the necessary applications, filings and amendments as required under SAFE regulations in connection with their equity interests
in us. We attempt to ensure that our subsidiaries in China comply, and that our PRC resident beneficial owners subject to these
rules comply, with the relevant SAFE regulations. We cannot provide any assurances that all of our present or prospective direct
or indirect PRC resident beneficial owners will comply fully with all applicable registrations or required approvals. The failure
or inability of our PRC resident beneficial owners to comply with the applicable SAFE registration requirements may subject these
beneficial owners or us to fines, legal sanctions and restrictions described above.
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.
A substantial portion of our revenues 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
all 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, 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.
In connection with the EIT Law, the Ministry of Finance of
the PRC and the SAT jointly issued, on April 30, 2009, the Notice on Issues Concerning Process of Enterprise Income Tax in Enterprise
Restructuring Business, or Circular 59. On December 10, 2009, the SAT issued the Notice on Strengthening the Management on Enterprise
Income Tax for Non-resident Enterprises Equity Transfer, or Circular 698. Both Circular 59 and Circular 698 became effective retrospectively
on January 1, 2008. By promulgating and implementing these circulars, the PRC tax authorities have strengthened their scrutiny
over the direct or indirect transfer of equity interest in a PRC resident enterprise by a non-resident enterprise. For example,
Circular 698 specifies that the SAT is entitled to redefine the nature of an equity transfer where offshore vehicles are interposed
by abusing corporate structures for tax-avoidance purposes and without reasonable commercial intention. We may pursue acquisitions
as one of our growth strategies, and may conduct acquisitions involving complex corporate structures. We cannot be assured that
the PRC tax authorities will not, at their discretion, adjust the taxable capital gains of the seller, which may indirectly increase
acquisition costs.
On February 3, 2015, the State Administration of Tax issued
a Public Notice Regarding Certain Corporate Income Tax Matters on Indirect Transfer of Properties by Non-Tax Resident Enterprises,
or Public Notice 7. Public Notice 7 has introduced a new tax regime that is significantly different from that under Circular 698.
Public Notice 7 extends its tax jurisdiction to not only indirect transfers set forth under Circular 698 but also transactions
involving transfer of other taxable assets, through the offshore transfer of a foreign intermediate holding company. In addition,
Public Notice 7 provides clearer criteria than Circular 698 on how to assess reasonable commercial purposes and has introduced
safe harbors for internal group restructurings and the purchase and sale of equity through a public securities market. Public
Notice 7 also brings challenges to both the foreign transferor and transferee (or other person who is obligated to pay for the
transfer) of the taxable assets. Where a non-resident enterprise conducts an “indirect transfer” by transferring the
taxable assets indirectly by disposing of the equity interests of an overseas holding company, the non-resident enterprise being
the transferor, or the transferee, or the PRC entity which directly owned the taxable assets, may report to the relevant tax authority
such indirect transfer. Using a “substance over form” principle, the PRC tax authority may re-characterize such indirect
transfer as a direct transfer of the equity interests in the PRC tax resident enterprise and other properties in China. As a result,
gains derived from such indirect transfer may be subject to PRC enterprise income tax, and the transferee or other person who
is obligated to pay for the transfer is obligated to withhold the applicable taxes, currently at a rate of up to 10%, for the
transfer of equity interests in a PRC resident enterprise. Both the transferor and the transferee may be subject to penalties
under PRC tax laws if the transferee fails to withhold the taxes and the transferor fails to pay the taxes.
We face uncertainties with respect to the reporting and consequences
of private equity financing transactions, share exchange or other transactions involving the transfer of shares in our company
by investors that are non-PRC resident enterprises, or sale or purchase of shares in other non-PRC resident companies or other
taxable assets by us. Our company and other non-resident enterprises in our group may be subject to filing obligations or being
taxed if our company and other non-resident enterprises in our group are transferors in such transactions, and may be subject
to withholding obligations if our company and other non-resident enterprises in our group are transferees in such transactions,
under Circular 698 and Public Notice 7. For the transfer of shares in our company by investors that are non-PRC resident enterprises,
our PRC subsidiaries may be requested to assist in the filing under Circular 698 and Public Notice 7. As a result, we may be required
to expend valuable resources to comply with Circular 698 and Public Notice 7 or to request the relevant transferors from whom
we purchase taxable assets to comply with these circulars, or to establish that our company and other non-resident enterprises
in our group should not be taxed under these circulars, which may have a material adverse effect on our financial condition and
results of operations.
The PRC tax authorities have the discretion under Circular
698 and Public Notice 7 to make adjustments to the taxable capital gains based on the difference between the fair value of the
taxable assets transferred and the cost of investment. If the PRC tax authorities make adjustments to the taxable income of the
transactions under Circular 698 and Public Notice 7, our income tax costs associated with such potential acquisitions will be
increased, which may have an adverse effect on our financial condition and results of operations.
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 $0.9 million in the income tax expense for the year ended December 31, 2014
on the Sale of SGOCO (Fujian). We have paid off these tax liabilities in April 2017.
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, 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 economic 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 (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, 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. Through 2016 the RMB continued its significant depreciation. The exchange rate of
the RMB against U.S. Dollars as of December 31, 2016 and 2015 were 6.94 and 6.49, which contributed partly to a decline in our
2016 revenues.
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.
In 2016, a portion of our revenues and most of our expenses
were 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 (“CSRC”). 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. The decision is neither final nor legally effective unless and until reviewed and approved by the SEC. In February
2014, four of these PRC-based accounting firms appealed to the SEC against this decision. In February 2015, each of the four PRC-based
accounting firms agreed to a censure and paid a fine to the SEC to settle the dispute and avoid suspension of their ability to
practice before the SEC. The settlement requires the firms to follow detailed procedures that seek to provide the SEC with access
to Chinese firms’ audit documents via the CSRC. If the firms do not follow these procedures, the SEC could impose penalties
such as suspensions, or it could restart the administrative proceedings.
In the event that the SEC restarts the administrative proceedings,
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, including possible delisting. 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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actual or anticipated fluctuations in our annual and quarterly
operating results and changes or revisions in our expected results;
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changes in financial estimates by securities research analysts;
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market conditions for LCD/LED or VR products marketing and distribution as well as energy saving industry;
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changes in the economic performance or market valuations of companies specializing in LCD/LED or VR product
marketing and distribution as well as energy saving industry;
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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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addition or departure of our senior management and key research and development personnel;
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fluctuations of exchange rates between the RMB and the U.S. Dollars;
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litigation related to our intellectual property;
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changes in investors’ perception toward U.S.-listed Chinese companies;
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release or expiry of transfer restrictions on our outstanding ordinary shares; and
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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.
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.
Due to the lack of unrestricted ordinary shares available
to be sold, liquidity for our ordinary shares is limited.
As of December 31, 2016, we had 9,387,928 ordinary shares issued
and outstanding. Of these shares, approximately 1.5 million ordinary shares are held by persons not currently affiliated
with us 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 $20.00 to $32.00. 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 $2.00
per warrant when the Acquisition closes. We may redeem the warrants at a price of $0.04 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 $46.0 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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2,125,000 ordinary shares to the former shareholders of Honesty
Group; and
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1,450,000 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
1,250,000 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 200,000 shares to the former shareholders of Honesty Group. Those 200,000 shares were released in 2012.
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In addition, 191,706 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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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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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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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 1,450,000 escrowed shares
and the 191,706 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 1,450,000 shares were released to the former shareholders
of Honesty Group.
In addition, of the 191,706 escrowed shares, 85,203 and 5,129
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 191,706 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 and expired on that date, the remaining 101,374 escrow shares were cancelled on May 5, 2014.
We entered into various forward-purchase
agreements with various hedge funds and other institutions for us to repurchase a total of 536,873 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 4,023,689 ordinary shares, of which 214,917 shares were initially issued in our IPO,
and warrants to purchase 454,007 shares at a price of $32.00 per share, of which 391,507 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.
We have effected a 1-for-4 reverse stock split of our authorized
ordinary shares, accompanied by a corresponding decrease in our issued and outstanding shares of ordinary shares and an increase
of the par value of each ordinary share from $0.001 to $0.004 (the “Reverse Stock Split”) on January 19, 2016. All
references in this report to share and per share data have been adjusted, including historical data which have been retroactively
adjusted, to give effect to the reverse stock split unless specified otherwise.
Sale of Honesty Group
On November 15, 2011, we entered into a Sale and Purchase Agreement
(“Honesty 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 the Company and Apex; 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 Honesty 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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cash of $1 million was received before December 31, 2011;
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cash of $19 million was received in 2012;
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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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goods of $9 million were received before December 31, 2011; and
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goods of $38 million were received in 2012.
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Pursuant to the Honesty 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 Honesty 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 Honesty 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.
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 and CEO, Mr. Shi-bin Xie). In addition, Apex had no relationship with
Sun Zone Investments Limited (“Sun Zone”), our principal shareholder and a company owned by our former Chairman.
Sale of SGOCO (Fujian)
On December 24, 2014, we entered into a Sale and Purchase Agreement
(“SPA”) to sell our 100% equity ownership interest in SGOCO (Fujian) to Apex, which is an independent third party
with interests in real estate and forestry products and previously purchased Honesty Group in November 2011.Our management considers
December 31, 2014 as the disposal effective date. Operational and management control over SGOCO (Fujian) was shifted from SGOCO
to Apex on December 31, 2014.
The sales price for all the equity of
SGOCO (Fujian) was equivalent to the net asset value of SGOCO (Fujian) on December 31, 2014. The final amount was $11.0 million
(the “Sale Price”).
Apex also agreed to assume responsibility to settle the entire
balance of intercompany accounts payable and other payables (the “Payables”) due by SGOCO (Fujian) to us and our affiliates,
which amounted to $80.4 million. Pursuant to the SPA, payments were made in several installments upon and after completion of
the Sale. Each installment will be 10% of the Sale Price and Payables of $91.4 million. The first installment was due 14 days
after the completion of the transaction, and the last installment (approximately 10% of the sale price) was to be settled prior
to June 30, 2015. We received the full amount of Sale Price and settlement of the Payables during 2015. The transfer of the Sale
Equity was effective on December 31, 2014.
The SPA also states that SGOCO has a right of first refusal
for a period of five years that prohibits Apex from selling, assigning or otherwise transferring any material interests, ownership
or rights in or related to SGOCO (Fujian) including any equity, leases, businesses and equipment to a third party, without first
offering to sell or transfer to SGOCO.
The Sale of SGOCO (Fujian) allowed SGOCO to restructure its
business and reduce the reliance on traditional flat panel LED and LCD monitor products. It also provided greater flexibility
and scalability for our business model, which enables us to focus on finding new business acquisition opportunities and exploring
new products.
Acquisition of Boca
On December 28, 2015, SGOCO International entered into a Share
Sale and Purchase Agreement for the Sale and Purchase of the Entire Issued Share Capital of Boca International Limited (the “Agreement”)
with Richly Conqueror Limited, a company organized under the laws of the British Virgin Islands (the “Vendor”). Pursuant
to the Agreement, SGOCO International acquires 100% of the issued share capital of Boca International Limited. (“Boca”),
a private holding company incorporated in Hong Kong, from its sole legal and beneficial owner - Richly Conqueror Limited at a
consideration of $52 million in the form of cash, plus up to 19.9% newly issued ordinary shares (the “Shares”) of
the Company. In March, 2016, the acquisition of Boca was closed and SGOCO International fully paid $52 million plus 1,162,305
post-split shares of common stock of the Company and received 100% of the shares and ownership of Boca.
Boca is principally engaged in environmental protection, energy
saving technologies, equipment development and applications. Its business involves production and sales of phase change thermal
energy storage materials as well as central air conditioning cooling and heating system application engineering. Our intention
is to reduce the reliance on sales of traditional flat panel LED and LCD monitor products and enter into energy saving and new
energy market.
Warrant Repurchase and Retirement
To reduce the potential for future EPS dilution, in 2011, the
Company repurchased and retired a total of 304,294 warrants that had a strike price of $32.00. Those warrants included 241,794
publicly-traded warrants for an aggregate purchase price of $360,610 (or $1.48 per warrant), and 250,000 sponsor warrants for
an aggregate purchase price of $125,000 (or $2.00 per warrant), in private transactions. On March 7, 2014, the remaining 149,713
publicly-traded warrants expired. There were no outstanding sponsor and publicly-traded warrants as of December 31, 2016.
Additionally, the Company, in private transactions, repurchased
and retired a total of 13,274 of the warrants that had a strike price of $24.00 issued to its underwriters in the December 2010
offering for an aggregate purchase price of $26,548 (or $2.00 per warrant). These warrants were expired on December 20, 2015.
Through the repurchase and retirement of these warrants, the
Company decreased the long-term risks of dilution that might have occurred if these warrants were exercised.
Acquisition of Capital Skyway Limited
On April 28, 2017, SGOGO International (HK) Limited (“SGOCO
HK”), a wholly-owned subsidiary of SGOCO, entered into a Share Sale and Purchase Agreement with Full Linkage Limited (the
“Seller”) pursuant to which SGOCO HK acquired all of the issued and outstanding capital stock of Century Skyway Limited,
which was owned by the Seller. In consideration for the acquisition of Century, SGOCO HK paid to the Seller $32,600,000 and SGOCO
issued to the Seller 1,500,000 of its ordinary shares. The consummation of the transactions contemplated by the Share Sale and
Purchase Agreement occurred May, 2017.
SGOCO’s Offices
SGOCO’s principal executive office is located in Room
1301, 13/F, Golden Centre, 188 Des Voeux Road Central, 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
SGOCO Group, Ltd. is focused on product design, brand development
and distribution in the Chinese display and computer product market as well as energy saving products and services.
As of December 31, 2016, our primary business operations were
conducted through SGOCO International, and its wholly owned PRC subsidiary, SGOCO Shenzhen. LCD/LED monitors form the core of
our product portfolio.
We are also selling AIO and PIO computers through our distribution
network.
We do not sell our products directly to retailers. Rather,
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 and SGOCO (Fujian), we
operate using 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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an actively-managed portfolio of brands that have strong local
appeal;
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a world-class quality, design engineering, and product development capability; and
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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. We also use the proceeds and intercompany payables received from the Sale of SGOCO (Fujian) to perform business
acquisitions and develop new products.
On December 28, 2015, SGOCO International entered into a Share
Sale and Purchase Agreement for the Sale and Purchase of the Entire Issued Share Capital of Boca International Limited (the “Agreement”)
with Richly Conqueror Limited, a company organized under the laws of the British Virgin Islands (the “Vendor”). Pursuant
to the Agreement, SGOCO International acquires 100% of the issued share capital of Boca International Limited. (“Boca”),
a private holding company incorporated in Hong Kong, from its sole legal and beneficial owner - Richly Conqueror Limited at a
consideration of $52 million in the form of cash, plus up to 19.9% or 3.4 million newly issued ordinary shares (the “Shares”)
of the Company. In March, 2016, the acquisition of Boca has been closed and SGOCO International fully paid $52 million plus 1,162,305
post-split shares of common stock of the Company and received 100% shares and ownership of Boca.
Boca designs, develops and manufactures Phase Change Material
(PCM-TES) storage system and applies them on cooling and heating system. Boca's PCM-TES storage system (the "System")
applies real-time electricity demand peak management which shifts on-peak chiller plant load to off-peak and increases chiller
efficiency by optimization controls at any time. The System could reduce electricity consumption by approximately 50% during all
running time and decrease 2/3 of central air conditioning running cost due to lower tariff rate during off-peak and higher efficiency
at all time. The System can be used on all existing and new buildings and is environmentally friendly with a life of more than
ten years. The System fully supports energy saving to help control the greenhouse effect and achieve maximum economic benefit
for the customers.
Boca commenced R&D of Phase Change Material Thermal Energy
Storage (PCM-TES) system in 1992 and started the PCM-TES mass production line in Hong Kong in 2003. During
2003 to 2015, Boca has successfully manufactured and delivered about 10 projects to Hong Kong, Malaysia, Australia, Italy and
UK. Due to innovative technology developed in PCM-TES system hardware and software for chiller and heating plants,
Boca expects there will be more than 7,000 projects in the US, 10,000 in China, 3,000 in Japan and 3,000 projects in other
countries have the potential to install Boca PCM-TES within the next 10 years for those major new and existing buildings. Estimated
contract sum for each potential project is about USD1 million. The capital investment in each project retrofit will be paid
back by energy savings within 3 to 5 years.
On April 28, 2017, SGOCO International entered into a Share
Sale and Purchase Agreement for the Sale and Purchase of the Entire Issued Share Capital of Century Skyway Limited (the “Agreement”)
with Full Linkage Limited, a company organized under the laws of the British Virgin Islands (the “Vendor”). Pursuant
to the Agreement, SGOCO International acquires 100% of the issued share capital of Century Skyway Limited. (“Century Skyway”),
a private holding company incorporated in Hong Kong, from its sole legal and beneficial owner, Full Linkage Limited, for consideration
of $32.6 million in the form of cash, plus 1.5 million newly issued ordinary shares (the “Shares”) of the Company.
In May, 2017, the acquisition of Century Skyway closed, SGOCO International fully paid $32.6 million plus 1.5 million newly issued
ordinary shares of the Company, and received 100% shares and ownership of Century Skyway.
Century Skyway is principally engaged in Virtual Reality (“VR’)
device and technologies research and development. Its development center and main researchers are located in Shenzhen, China.
Century Skyway’s R&D team has extensive experience and expertise in the VR industry. The R&D team cooperated with
Razer to develop an Open-Source Virtual Reality ("OSVR") product aimed on VR-Gaming. The OSVR product attended the 2017
US CES exhibition in Las Vegas in January, 2017.
Century Skyway develops VR technology and applies such technology
to its VR devices. For example, Century Skyway’s VR technology is integrated into devices as a VR Head-mounted display ("HMD"),
which can reduce the number of cables needed for a VR signal/data link between HMD and the source unit. Such technology also uses
ultrasound to calibrate VR devices’ attitude without a user’s intervention.
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 2016 according to the Census Bureau of China. China’s
National Bureau of Statistics reports that gross domestic product, or GDP, grew from $5.0 trillion in 2009 to $11.1 trillion in
2016, representing a compound annual growth rate, or CAGR, of 11.8%.
Increasing Consumption.
China has 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. predicted that China is likely to become the second-largest
consumer market in the world by 2016 trailing only the U.S.
Urbanization Trend.
China has witnessed a growing trend
toward urbanization in the past decade. According to the 2016 annual statistic report issued by National Bureau of Statistics
of China, the urban population was 793.0 million, representing 57.4% of the overall population in China as of December 31, 2016,
compared to approximately 20% in the early 1980s. China’s urbanization strategy will be further enhanced by a state policy
to increase internal demand and consumption.
China’s Energy Saving Industry
China has experienced rapid economic growth and industrialization
in recent years, increasing the demand for electricity. The companies seek out opportunities to reduce production costs without
negatively affecting the yield or the quality of the product. Uncertain energy prices in today’s marketplace negatively affect
predictable earnings. Successful, cost and energy efficiency technologies and practices meets the challenge of maintaining the
output of high quality product with reduced production costs. One result of this massive increase in electric generation capacity
in China has been the rise of harmful emissions. Since energy is a major strategic issue affecting the development of the Chinese
economy, the Chinese government has promoted the development of recycling and encouraged enterprises to use energy saving projects
of the type we sell and service. Given the worsening environment and insufficient energy supply in China, the Chinese government
has implemented policies to curb pollution and reduce wasteful energy usage. The Renewable Energy Law has strict administrative
measures to restrict investment and force consolidation in energy wasting industries, and the requirement to install energy-saving
and environment protecting equipment whenever possible are just some ways the government is emphasizing the need to reduce emissions
and to maximize energy usage.
The 13th Five-Year Plan of China (2016-2020) covers a crucial
period in China’s economic and social development. Environmental protection and low-carbon development will be one of the
top priority considerations during that period. The government, private enterprises and the public sector will seek to jointly
implement the strictest environmental protection system to realize environmental improvement, control carbon emissions, honor
climate commitments and deeply participate into global climate governance. China aims to hit the CO2 emissions peak by around
2030 and reduce CO2 emissions per unit of the GDP by 60 percent to 65 percent from the 2005 level on or before 2030.
Global LCD/LED Industry
The recovery from the sovereign debt crisis in Europe has not
lead to strong 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 and monitors was sluggish in 2016.
SGOCO Products
We currently 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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LCD/LED monitors with screen sizes up to 40 inches;
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AIO and PIO computers; and
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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
|
|
4.
|
Phase Change Material Thermal Energy Storage ("Boca
PCM - TES").
|
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,
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.
Marketing and Distribution
We have three primary brands that we own. These brands are:
|
1.
|
SGOCO, our flagship brand;
|
For the year ended December 31, 2016, sales of our own-brand
and licensed products represented all of our total sales. Following the adoption of our “light-asset” business model
in 2011, the percentage of our own-brand sales increased while OEM sales were de-emphasized since 2012 and became zero in the
year ended December 31, 2016. We have used the proceeds and intercompany payables received from the Sale of SGOCO Fujian to make
business acquisitions.
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 concentrate 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
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 international quality
standards and the 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 significant 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, BenQ,EPS, Climatic, TEAP and Rubitherm.
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.
Since March 1, 2013,
SGOCO owns the following trademarks: “SGOCO”, “Shangwei” (Chinese name for SGOCO),
and “POVIZON”
The Intellectual Property of Boca is related to the thermal
energy storage which is the temporary storage of high or low temperature energy for later use. The Intellectual Property developed
by Boca is called BocaPCM-TES and its concept is based on custom-made high-density polyethylene plastic containers filled with
the phase change material solutions developed by Boca which have very wide operating temperatures between -100˚C & +167˚C.
The Intellectual Property can increase the efficiency of chiller plants by optimization control that shifts on-peak chiller plant
load to off-peak through applying real-time electricity demand peak management. With the use of the Intellectual Property, less
electricity will be consumed, air conditioning running cost as well as greenhouse gases emission will be reduced. The patents relevant
to the Intellectual Property are listed as follows and they are Chinese patents:
Patents
Application Date
|
Patent number
|
Name of the Patent
|
Patent Term
|
27 August 2004
|
ZL200410057317.5
|
One type of inorganic fire rated panel
|
20 years
|
1 July 2007
|
ZL200720157056.3
|
One type of Phase Change Material Container with thermal expansion joint
|
10 years
|
9 March 2009
|
ZL200920006162.0
|
One type of Phase Change Material Container with Ultra-sonic welded cap
|
10 years
|
14 January 2010
|
ZL201020003211.8
|
One type of Thermal Energy Storage Phase Change Material Container can stand for high static pressure
|
10 years
|
There are no legal disputes pending or threatened against us
for any claimed intellectual property infringement as of the date of this Annual Report.
C. Regulations.
Chinese government subsidies
For the years ended December 31, 2016, 2015 and 2014, we received
grants of nil, nil and $0.3 million, respectively, from the PRC municipal government. The grants that we received in 2014 did
not have specific requirements of usage or other condition, and they were recorded as other income upon receipt.
Environmental
Since the sale of Honesty Group, SGOCO has not been subject
to environmental impact evaluations by the local Environmental Protection Bureau.
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. Beijing SGOCO and SGOCO Shenzhen
have complied with these requirements.
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. Dollar.
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.
Through 2016 the RMB continued its significant depreciation. The exchange rate of the RMB against U.S. Dollar as of December 31,
2016 and 2015 were 6.94 and 6.49.
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
director of SGOCO International is Mr. Wai Hok Fung.
|
|
(2)
|
SGO
is SGOCO’s operational subsidiary in the U.S. The sole officer and director of
SGO is Mr. Shi-bin Xie.
|
|
(3)
|
Beijing
SGOCO is one of SGOCO’s operational subsidiaries in the PRC. The officer of Beijing
SGOCO is Mr. Shi-bin Xie. The legal representative of Beijing SGOCO is Mr. Wen-li Hong.
|
|
(4)
|
SGOCO
Shenzhen is one of SGOCO’s operational subsidiaries in the PRC. The officer of
SGOCO Shenzhen is Mr. Shi-bin Xie. The legal representative of SGOCO Shenzhen is Mr.
Wen-li Hong.
|
|
(5)
|
Boca International Limited is SGOCO’s operational subsidiary
in Hong Kong. The director of Boca International Limited is Mr. Chan, Kam Biu Richard.
|
|
(6)
|
Century Skyway Limited is SGOCO’s operational subsidiary
in Hong Kong. The director of Century Skyway Limited is Mr. Hok Fung Wai.
|
E. Property, plant and equipment.
After the Sale of SGOCO (Fujian) and Honesty Group in December
2014 and November 2011, respectively, SGOCO has no production facility but owns equipment used for research and development. It
also owns office equipment. Its principal office is located in Hong Kong. Its operating companies are located in Hong Kong, Beijing
and Shenzhen, 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 exchange rates at which RMB were translated into U.S. Dollars at various pertinent dates and for pertinent periods.
Overview
SGOCO Group, Ltd. is focused on product design, brand development
and distribution in the Chinese display and computer product market as well as energy saving products and services.
As of December 31, 2016, our primary business operations were
conducted through Boca International and SGOCO International, and its wholly owned PRC subsidiary, SGOCO Shenzhen. LCD/LED monitors
form the core of our product portfolio. In 2016, through Boca, we were also engaged in environmental protection, energy saving
technologies, equipment development and applications, involving production and sales of phase change thermal energy storage materials
as well as central air conditioning cooling and heating system application engineering. Our intention is to reduce the reliance
on sales of traditional flat panel LED and LCD monitor products and enter into the energy saving and new energy markets.
Boca designs, develops and manufactures
Phase Change Material storage system and applies them on cooling and heating system. Boca's PCM-TES storage system (the "System")
applies real-time electricity demand peak management which shifts on-peak chiller plant load to off-peak and increases chiller
efficiency by optimization controls at any time. The System could reduce electricity consumption by approximately 50% during all
running time and decrease 2/3 of central air conditioning running cost due to lower tariff rate during off-peak and higher efficiency
at all time. The System can be used on all existing and new buildings and is environmentally friendly with a life of more than
ten years. The System fully supports energy saving to help control the greenhouse effect and achieve maximum economic benefit
for the customers.
We are also selling AIO and PIO computers through our distribution
network.
We do not sell our products directly to retailers. However,
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 and SGOCO (Fujian), we
operate using 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, 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:
|
1.
|
Sale of SGOCO (Fujian).
|
On December 24, 2014, the Company entered into a
Sale and Purchase Agreement (“SPA”) to sell its 100% equity ownership interest in SGOCO (Fujian) to Apex, which is
an independent third party with interests in real estate and forestry products. Apex previously purchased Honesty Group, SGOCO’s
prior manufacturing business, on November 15, 2011. The Company considers December 31, 2014 as the disposal effective date since
the operational and management control over SGOCO (Fujian) was shifted from SGOCO to Apex on December 31, 2014.
The sales price for all the equity of SGOCO (Fujian)
was equivalent to the net asset value of SGOCO (Fujian) on December 31, 2014. The final amount was $11.0 million (the “Sale
Price”). The Sale of SGOCO (Fujian) allowed SGOCO to restructure the business and reduce the reliance of traditional flat
panel LED and LCD monitor products. It provided greater flexibility and scalability for the Company's business model, which enables
the Company to focus on finding new business acquisition opportunities and exploring new products.
The operations of SGOCO (Fujian)
are reflected in our 2014 financial statements through December 31, 2014, which was the completion date of the sale of SGOCO (Fujian).
As a result, past performance may not be indicative of future performance.
|
2.
|
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 the Company and Apex; 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.
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 and 2014 (including former Chairman and CEO, Mr. Burnette Or). In addition, Apex had no relationship with
Sun Zone.
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 until the end of 2015.
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;
The acquisition
of Boca was completed on March 31, 2016. The consideration included $52 million in the form of cash, plus up to 19.9% new
shares of the Company (as enlarged by the issuance). Assets of Boca acquired and liabilities assumed were mainly proprietary
technology at a fair market value of $26.2 million, and deferred tax liabilities of $6.6 million thereon. Goodwill of $36.5
million arose from this acquisition, representing the financial, strategic and operational value of the business of Boca and
the synergies expected from the combined operations of Boca and the Company. The operations of Boca are reflected in our 2016
financial statements since its date of acquisition. Boca is still exploring and developing its market and earned minimal
revenues in fiscal 2016.
As a result, past performance may not be indicative of future
performance.
|
4.
|
Limited
operating history.
We have a limited operating history, and our future prospects
are subject to risks and uncertainties beyond our control. In addition, we changed our
strategic marketing, distribution, and business model in recent years;
|
|
5.
|
Currency Conversions.
Our former PRC subsidiary, SGOCO (Fujian), and our current
PRC subsidiaries, 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.
|
On May 10, 2017, we completed the acquisition of all
of the issued share capital of Century Skyway Limited (“CSL”), a company incorporated in Hong Kong, for a
purchase price of $32.6 million in form of cash and 1.5 million new shares in SGOCO. CSL is principally engaged in Virtual
Reality (“VR’) device and technologies research and development. Its development center and main researchers are
located in Shenzhen, China. The operations of CLS will be reflected in our 2017 financial statements since its date of
acquisition.
The balance sheet amounts with the exception of equity were
translated using RMB6.94 and RMB6.49 to $1.00 at December 31, 2016 and 2015, 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, 2016, 2015 and 2014 were RMB6.64, RMB6.23, and RMB6.14 to $1.00, respectively.
Critical Accounting Estimates
Our management’s discussion and analysis of our financial
condition and results of operations is 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 revenue and 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:
Business combinations
We account for our business combinations using the acquisition
method of accounting in accordance with Accounting Standards Codification ("ASC") 805 "Business Combinations."
The cost of an acquisition is measured as the aggregate of the acquisition date fair values of the assets transferred and liabilities
incurred by us to the sellers and equity instruments issued. Transaction costs directly attributable to the acquisition are expensed
as incurred. Identifiable assets and liabilities acquired or assumed are measured separately at their fair values as of the acquisition
date, irrespective of the extent of any noncontrolling interests. The excess of (i) the total costs of acquisition, fair
value of the noncontrolling interests and acquisition date fair value of any previously held equity interest in the acquiree over
(ii) the fair value of the identifiable net assets of the acquiree is recorded as goodwill. If the cost of acquisition is
less than the fair value of the net assets of the subsidiary acquired, the difference is recognized directly in the consolidated
statements of comprehensive income. During the measurement period, which can be up to one year from the acquisition date, we may
record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion
of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first,
any subsequent adjustments are recorded to the consolidated statements of comprehensive income.
In a business combination achieved in stages, we re-measure
the previously held equity interest in the acquiree immediately before obtaining control at its acquisition-date fair value and
the re-measurement gain or loss, if any, is recognized in the consolidated statements of comprehensive income.
When there is a change in ownership interests that result in
a loss of control of a subsidiary, we deconsolidate the subsidiary from the date control is lost. Any retained noncontrolling
investment in the former subsidiary is measured at fair value and is included in the calculation of the gain or loss upon deconsolidation
of the subsidiary.
Intangible assets
Intangible assets acquired through business acquisitions are
recognized as assets separate from goodwill if they satisfy either the "contractual-legal" or "separability"
criterion. Purchased intangible assets and intangible assets arising from the acquisitions of subsidiaries are recognized and
measured at fair value upon acquisition. Separately identifiable intangible assets that have determinable lives continue to be
amortized over their estimated useful lives using the straight-line method as follows:
Proprietary technology
|
|
20 years
|
Backlog
|
|
1 year
|
Separately identifiable intangible assets to be held and used
are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not
be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use
of the asset and its eventual disposition. Measurement of any impairment loss for identifiable intangible assets is based on the
amount by which the carrying amount of the assets exceeds the fair value of the assets.
Goodwill
Goodwill represents the excess of the purchase consideration
over the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed of the acquired entity
as a result of our acquisitions of interests in its subsidiaries. Goodwill is not amortized but is tested for impairment on an
annual basis, or more frequently if events or changes in circumstances indicate that it might be impaired. We first assess qualitative
factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. In the qualitative
assessment, we consider primary factors such as industry and market considerations, overall financial performance of the reporting
unit, and other specific information related to the operations. Based on the qualitative assessment, if it is more likely than
not that the fair value of each reporting unit is less than the carrying amount, the quantitative impairment test is performed.
In performing the two-step quantitative impairment test, the
first step compares the fair values of each reporting unit to its carrying amount, including goodwill. If the fair value of each
reporting unit exceeds its carrying amount, goodwill is not considered to be impaired and the second step will not be required.
If the carrying amount of a reporting unit exceeds its fair value, the second step compares the implied fair value of goodwill
to the carrying value of a reporting unit's goodwill. The implied fair value of goodwill is determined in a manner similar to
accounting for a business combination with the allocation of the assessed fair value determined in the first step to the assets
and liabilities of the reporting unit. The excess of the fair value of the reporting unit over the amounts assigned to the assets
and liabilities is the implied fair value of goodwill. This allocation process is only performed for the purposes of evaluating
goodwill impairment and does not result in an entry to adjust the value of any assets or liabilities. Application of a goodwill
impairment test requires significant management judgment, including the identification of reporting units, assigning assets, liabilities
and goodwill to reporting units, and determining the fair value of each reporting unit.
Impairment of long-lived assets other than goodwill
We review long-lived assets for impairment whenever events
or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to
be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted net cash flows expected
to be generated by the asset. If such assets are considered to be impaired, the impairment recognized is measured by the amount
by which the carrying amount of the assets exceeds the fair value of the assets.
Accounts receivable and other receivables
We review the composition of receivables and analyze 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 the 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.
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 and convertible notes
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.
Revenue recognition
Our revenue recognition policies are consistent with the accounting
standards. Sales revenue is recognized at the date of shipment to customers when a formal arrangement exists, the price is fixed
or determinable, the delivery is completed, no other significant obligations of the Company exist and collectability is reasonably
assured. For products that are required to be examined by customers, sales revenue is recognized after the customer examination
is completed. Payments received before all of the relevant criteria for revenue recognition are met are recorded as customer deposits.
Generally, our outsourced manufacturers are obligated to provide at least one-year repair or replacement obligation. Management
did not estimate future warranty liabilities as historical warranty expenses were minimal.
Sales revenue is recognized net of value-added taxes, sales
discounts and returns. There was nil, $27 and nil sales returns during the years ended December 31, 2016, 2015 and 2014, respectively.
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, 2016 and 2015
Revenue
Our sales were $5.1 million for
the year ended December 31, 2016, which increased by $3.1 million, or 163.9% from $1.9 million in the year ended December 31,
2015. The increase in revenue was primarily due to a significant order of LCD/LED products from a customer of SGOCO International.
Sales revenue from a major customer was $4.3 million, or approximately 85.1% of our total sales for 2016.
Sales
revenue from our top ten customers was approximately $1.8 million, or 96.1% of the total sales for the year ended December 31,
2015
We believe that our sales will increase upon the completion
of acquisition of Boca and CSL.
Cost of goods sold
For the year ended December 31, 2016, cost of goods sold increased
by $3.0 million, or 166.5%, to $4.9 million from $1.8 million for the year ended December 31, 2015. The increase was in line with
the revenue growth.
After the Sales of Honesty Group in 2011, 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 years ended
December 31, 2016 and 2015 is shown below:
|
|
2016
|
|
|
2015
|
|
|
|
(In thousands)
|
|
|
(In thousands)
|
|
Purchases from Guancheng
|
|
$
|
-
|
|
|
$
|
-
|
|
Purchases from Guanke
|
|
|
-
|
|
|
|
86
|
|
Purchases from Honesty Group
|
|
|
-
|
|
|
|
190
|
|
Total purchases from Honesty Group and its subsidiaries
|
|
$
|
-
|
|
|
$
|
276
|
|
Gross margin
Gross profit for the fiscal year ended December 31, 2016 was
$0.2 million, an increase of $0.1 million, or 112.6% from $0.1 million for the prior fiscal year. As a percentage of total sales,
our overall gross margin was 4.0% for the year ended December 31, 2016 as compared to 4.9% for the previous fiscal year.
Selling expenses
During the year ended December 31, 2016, selling expenses were
approximately $0.06 million, a decrease of $0.08 million, or 58.0%, from $0.13 million compared with the prior fiscal year.
The year-over-year decrease in selling expenses was primarily
due to the reduction of headcount. Selling expenses include sales staff’s salary and benefits, transportation and marketing
program expenses, etc. Selling expenses for the fiscal year ended December 31, 2016 were 1.1% of total revenues, as compared with
6.8% of total revenues for the prior fiscal year.
General and administrative expenses
General and administrative expenses amounted to approximately
$4.1 million for the year ended December 31, 2016, $2.6 million or 174.7% higher than $1.5 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 increase of G&A expenses was mainly due to increase in employee share-based compensation
and amortization of intangible assets of our newly acquired subsidiary – Boca International Limited.
Loss on change in fair value of convertible
notes
Our loss on change in fair value of convertible notes increased
from $1.0 million in 2015 to $1.5 million in 2016 due to fluctuation in the fair value of our convertible notes, which we issued
in 2015.
Loss before provision for income taxes
As a result of the foregoing factors, loss before provision
for income taxes became $5.4 million for the year ended December 31, 2016, an increase in loss of $2.9 million, from $2.4 million
for fiscal year of 2015.
Income tax benefit
Income tax benefit
was $0.3 million in the fiscal year of 2016. We did not incur any income tax in 2015. Income tax benefit in 2016 was related to
the deferred tax impact on amortization of intangible assets of Boca, which was acquired in 2016.
There were no significant income tax rate changes for any
of our legal entities in 2016. Our PRC entities in 2016 and 2015 were subject to the statutory PRC enterprise income tax rate
of 25%. Our subsidiaries in Hong Kong are subject to Hong Kong taxation on income derived from their activities conducted in
Hong Kong at a rate of 16.5%.
Net loss
As a result of the various factors described above, net loss
for the year ended December 31, 2016 was $5.0 million, as compared to $2.4 million for 2015. The net loss margin was 99.6% for
the year ended December 31, 2016, as compared to 125.9% during the same period of 2015.
Comparison of Fiscal Years Ended December
31, 2015 and 2014
Revenue
Our sales were $1.9 million for the year ended December 31,
2015, which decreased by $41.3 million, or 95.6% from $43.2 million in the year ended December 31, 2014. The decrease in sales
revenue was primarily attributable to the disposal of SGOCO (Fujian) as of December 31, 2014, and decrease in sales volume on
weak industry growth of the traditional computer monitor market resulting from the customers' change of consumption preference
to the mobile device.
Sales revenue from our top ten customers was approximately
$1.8 million, or 96.1% of the total sales for the year ended December 31, 2015, which compared with $35.4 million, or 82.0% of
total sales generated from our top ten customers for the year ended December 31, 2014. The top two customers accounted for 55.7%
and 51.7% of total sales in 2015 and 2014, respectively. 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.
Cost of goods sold
For the year ended December 31, 2015, cost of goods sold decreased
by $39.4 million, or 95.6%, to $1.8 million from $41.2 million for the year ended December 31, 2014. The decrease in the cost
of goods sold was in line with the decrease in sales.
After the Sales of Honesty Group in 2011, 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 years ended
December 31, 2015 and 2014 is shown below:
|
|
2015
|
|
|
2014
|
|
|
|
(In thousands)
|
|
|
(In thousands)
|
|
Purchases from Guancheng
|
|
$
|
-
|
|
|
$
|
5,286
|
|
Purchases from Guanke
|
|
|
86
|
|
|
|
6,938
|
|
Purchases from Honesty Group
|
|
|
190
|
|
|
|
7,076
|
|
Total purchases from Honesty Group and its subsidiaries
|
|
$
|
276
|
|
|
$
|
19,300
|
|
Gross margin
Gross profit for the fiscal year ended December 31, 2015 was
$0.1 million, a decrease of $1.9 million, or 95.3% from $2.0 million for the prior fiscal year. As a percentage of total sales,
our overall gross margin was 4.9% for the year ended December 31, 2015 as compared to 4.7% for the previous fiscal year.
Selling expenses
During the year ended December 31, 2015, selling expenses were
approximately $0.1 million, a decrease of $0.2 million, or 55.9%, from $0.3 million compared with the prior fiscal year.
The year-over-year decrease in selling expenses was primarily
due to the decrease in sales volume. Selling expenses include sales staff’s salary and benefits, transportation and marketing
program expenses, etc. Selling expenses for the fiscal year ended December 31, 2015 were 6.8% of total revenues, as compared with
0.7% of total revenues for the prior fiscal year.
General and administrative expenses
General and administrative expenses amounted to approximately
$1.5 million for the year ended December 31, 2015, $1.6 million or 51.2% lower than $3.1 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 staff costs
and tightened cost control. However, the proportion of decrease in general and administrative expenses was slower than the decrease
in revenues as in 2015 ; there was convertible note issuance cost of $0.1 million , and most of the other general and administrative
expenses, including the professional expenses and listing related expenses, were fixed costs.
Interest expense
Interest expense was $0.1 million for the fiscal year ended
December 31, 2015, a decrease of $0.2 million, or 81.3%, from $0.3 million in the previous fiscal year. Interest expenses became
minimal caused by the Sale of SGOCO (Fujian). There was a bank loan of RMB25 million in SGOCO (Fujian) during 2014.
Loss on change in fair value of convertible
notes
Our loss on change in fair value of convertible notes increased
from nil in 2014 to $1.0 million in 2015 due to fluctuation in the fair value of our convertible notes, which we issued in 2015.
Loss before provision for income taxes
As a result of the foregoing factors including the significant
decrease in sales and gross profit and loss on change in fair value of convertible notes, loss before provision for income taxes
became $2.4 million for the year ended December 31, 2015, an increase in loss of $1.4 million, from $1.0 million for fiscal year
of 2014.
Provision for income taxes
Provision for income tax was nil in the fiscal year of 2015
as compared with $1.3 million for the fiscal year of 2014.
There were no significant income tax rate changes for any of
our legal entities in 2015. Our PRC entities in 2015 and 2014 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 derived from its activities conducted in Hong Kong
at a rate of 16.5%.
Included in the income taxes for the year ended 31 December
2014 was a $0.9 million provision related to the Sale of SGOCO (Fujian). According to the Circular on the State Administration
of Taxation on Strengthening the Management of EIT Collection of Proceeds from Equity Transfers by Non-Resident Enterprises (Guoshuihan
[2009] No. 698) and the State Administration of Taxation Notice [2015] No. 7, a non-PRC Tax Resident Enterprise is subject to
the PRC EIT on the taxable gain arising from a sale or transfer of any intermediate offshore company that directly or indirectly
holds an interest, including any assets, subsidiaries, or other forms of business operations, in the PRC at a rate of 10%, or
otherwise stipulated rate in an applicable tax treaty or arrangement. Circular No. 698 applies to all such transactions conducted
on or after January 1, 2008. Any late payment of this tax will be subject to interest at 0.05 percent per day.
Net loss
As a result of the various factors described above, net loss
for the year ended December 31, 2015 was $2.4 million, as compared to $2.3 million for 2014. The net loss margin was 125.9% for
the year ended December 31, 2015, as compared to 5.3% during the same period of 2014. The loss margin in 2015 was primarily attributable
to the decrease in revenues and decrease in gross margin of our products sold, and loss on the change in fair value of our convertible
notes issued in 2015.
Analysis of Financial Condition
Comparison as of December 31, 2016
and December 31, 2015
Accounts Receivable
Accounts receivable decreased to $0.1 million as of December
31, 2016, from $0.2 million as of December 31, 2015. Accounts receivable on December 31, 2016, primarily represented the receivables
of SGOCO International.
Concentration of risks
Some of our operations are carried out in the PRC and is therefore
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 potentially subject us to significant
concentrations of credit risk consist primarily of cash, accounts receivable and advances to suppliers. As of December 31, 2016
and 2015, substantially all of our cash was held in major financial institutions located in the PRC, Hong Kong and the United
States of America, which management considers being of high credit quality. China does not have an official deposit insurance
program, nor does it have an agency similar to The Federal Deposit Insurance Corporation (FDIC) in the United States. However,
we believe that the risk of failure of any of these PRC banks is remote. Bank failure is extremely uncommon in China and we believe
that those Chinese banks that hold our cash are financially sound based on publicly available information.
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 a major customer was
$4,3 million, or approximately 85.1% of our total sales for the year ended December 31, 2016. No other single customer accounted
for more than 10% of our total revenues during the year ended December 31, 2016. Our accounts receivable from this customer was
$119 as of December 31, 2016.
Aggregate sales revenue from three major
customers was $1.2 million, or approximately 66.8% of our total sales for the year ended December 31, 2015, with each customer
individually accounting for 39.6%, 16.2% and 11.0% of revenue, respectively. No other single customer accounted for more than
10% of our total revenues in 2015. Our accounts receivable from these customers was approximately $0.2 million as of December
31, 2015.
A major vendor provided approximately 86.1% of total purchases
by us during the year ended December 31, 2016. Our accounts payable due to this vendor was nil as of December 31, 2016 and 2015.
Three major vendors provided approximately 83.4% of our total
purchases (including 15.6% of purchasing from Honesty Group) during the year ended December 31, 2015. Our accounts payable due
to these vendors was approximately $0.05 million as of December 31, 2015.
Other receivables and prepayments
Other receivables and prepayments were $6.5 million and $0.5
million as of December 31, 2016 and 2015, respectively. In 2016, we advanced $6.5 million to an unrelated party bearing interest
at 6% per annum and unsecured. No such balance remained outstanding as of the filing date of this annual report.
Inventory
Inventory decreased to nil as of December
31, 2016 from $25,857 as of December 31, 2015.
Advances to suppliers
Advances to suppliers decreased to nil as of December 31, 2016
from $126,170 as of December 31, 2015.
Cash and cash equivalents
As of December 31, 2016, we held $0.03 million in cash and
cash equivalents and a deficit of $0.7 million in working capital. As of December 31, 2015, we had $0.3 million in cash and cash
equivalents and a deficit of $7.9 million in working capital. The current ratios were (0.91) and (0.13) as of December 31, 2016
and 2015, respectively.
B. Liquidity and capital resources.
Revenue in 2016 increased 163.9%. Accounts receivable turnover
was 29.2x (or a 12-day average collection period, or ACP) for the fiscal year of 2016, which compares with an accounts receivable
turnover of 3.4x (or a 108-day average collection period, or ACP) from the prior fiscal year. The shorter turnover days in 2016
were largely due to our efforts in carefully monitoring the credit quality of our customers.
Our 2016 inventory turnover rate accelerated to 374.4x (or
1 day on hand) from 135.3x (or 3 days on hand) in 2015. The improvement stemmed from our lower level of inventory after the sale
of SGOCO (Fujian) and better coordination between our sales and purchase departments after a revamping of our logistics system.
We will monitor the market situation closely and may continue
the strategy of prepaying our suppliers to ensure the supply of products at relatively lower cost levels. As of December 31, 2016,
we had made no advances to suppliers as compared to advances to 5 supplier as of December 31, 2015, that we had made to secure
our product needs and to obtain favorable pricing. We will continue to closely manage these advances to balance the need for lower
products costs and sufficient cash flow.
Costs of goods sold in 2016 increased by 166.5% as
compared to 2015. At the same time, we slowed down our accounts payable turnover to 36.3x (or 10 days average payment period)
from 5.6x (or 65 days average payment period) in 2015. The speed with which we pay our vendors is balanced against our desire
to maintain a continued, timely access to quality suppliers of products.
Our principal source of liquidity in 2016 has been cash
generated by proceeds from issuance of convertible notes and proceeds from issuance of common stock to investors. As of
December 31, 2016, we held $0.03 million in cash and cash equivalents and had a deficit in working capital of $0.7 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. In 2016, a deposit of $33.3 million was refunded from the aborted
acquisition of Sola Green Technologies Limited, and a deposit of $33.3 million was paid in relation to the abovementioned
acquisition of CSL.
As of December 31, 2016, we had a working capital deficiency
and recorded a loss in the current year. On March 28, 2017, we entered into a Securities Purchase Agreement with an unrelated
investor to sell an aggregate of 117,361 shares of our ordinary shares, for a cash consideration of $239,417. On April 5, 2017,
we entered into another Securities Purchase Agreement with certain investors to sell an aggregate of 434,783 shares of our ordinary
shares, and warrants to purchase up to an initial 326,087 of our ordinary shares with an initial exercise price of $2.75 per share,
for cash consideration of $1 million.
We believe that our current levels of cash, combined with funds
available to us through financing, will be sufficient to meet our anticipated cash needs for at least the next 12 months. However,
if our cash and borrowing are insufficient to meet our requirements, we may seek to sell equity securities, debt securities or
borrow from lending institutions. We can make no assurance that financing will be available in the amounts we need or on terms
acceptable to us, if at all.
If we need 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, 2016, we had a loan of $0.3 million advanced
from an unrelated party to the Company, plus accrued interest. The loan is bearing 5% interest per annum and has no fixed term
of repayment. The loan is secured by certain intangible assets of the Company.
We entered into a series of Securities Purchase Agreements
with certain investors between June and September, 2015. Pursuant to the Agreements, we issued certain convertible notes to
the investors in a total principal amount of $1.1 million (the “Notes”). During 2015, the Note holders
converted a total principal amount of $0.04 million into 51,511 shares of our ordinary shares. The fair value of the Notes of
$2.2 million as of December 31, 2015 was determined using the binomial model (Refer to Note 12 to the financial statements).
During fiscal 2016, the Note holders fully converted the remaining Notes with a total principal amount of $1.1 million into
1,343,425 shares of our ordinary shares.
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 2016 fiscal year, we did not enter into any transactions
with our directors and persons who own more than five percent of our common stock, or with their relatives and entities they control.
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; mobile internet devices such as tablet PCs; multi-touch screen
monitors; 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 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, 2016, 2015 and 2014 amounted to
nil, $0.1 million and $0.1 million, respectively.
The proprietary technology of BOCA
The proprietary technology of BOCA is related to
thermal energy storage, which is the temporary storage of high or low temperature energy for later use. The proprietary
technology developed by Boca is called Boca PCM-TES and its concept is based on custom-made high-density polyethylene plastic
containers filled with the phase change material solutions developed by Boca, which have very wide operating temperatures
between -100˚C & +167˚C. This proprietary technology can increase the efficiency of chiller plants by
optimization control that shifts on-peak chiller plant load to off-peak through applying real-time electricity demand peak
management. With the use of Boca’s proprietary technology, less electricity will be consumed, air conditioning running
cost as well as greenhouse gases emission will be reduced.
D. Trend information.
Other than as disclosed elsewhere in this document, we are
not aware of any trends, uncertainties, demands, commitments or events since December 31, 2016 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, 2016, and their maturity profile:
|
|
Payment Due by Period
|
|
|
|
Total
|
|
|
Less than 1
Year
|
|
|
1-3 Years
|
|
|
3-5 Years
|
|
|
More than 5
Years
|
|
Operating lease obligations
(1)
|
|
$
|
80
|
|
|
$
|
80
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Other loan - secured
|
|
|
342
|
|
|
|
342
|
|
|
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Advances from unrelated party
|
|
|
221
|
|
|
|
221
|
|
|
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Capital contributions
(2)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Total
|
|
$
|
643
|
|
|
$
|
643
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
(1)
|
Lease obligations for our office premises in Hong Kong
and Shenzhen, the PRC.
|
|
(2)
|
The registered capital of
SGOCO Shenzhen is $5.0 million. As of December 31, 2016, SGOCO International had not injected capital to SGOCO Shenzhen. Initially,
SGOCO International is required to pay $1.0 million and the remaining $4.0 million 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. According
to the revised PRC company law which became effective on March 1, 2014, it has abolished the time requirement of the registered
capital contributions. SGOCO International has its own discretion to consider the timing of the registered capital contributions.
SGOCO International is in the process of amending the charter to adopt the requirement of the revised PRC company law.
|
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
|
Frank Wu
|
|
45
|
|
Director
|
Pruby He
|
|
34
|
|
Director
|
John Chen
|
|
44
|
|
Director
|
Kim Sing Cheng
|
|
41
|
|
Director
|
Hok Fung Wai
|
|
40
|
|
Director
|
Shi-bin Xie
|
|
40
|
|
Chief Executive Officer and President
|
Xiao-Ming HU
|
|
45
|
|
Interim Chief Financial Officer
|
Tony Zhong
|
|
33
|
|
Vice President of Finance
|
Jin-feng Li
|
|
41
|
|
Vice President of Product Development
|
1
As of December 31, 2016
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.
Pruby He, Director
. Mr. Pruby He has been a director
since June 30, 2014. Mr. He, aged 32, is an expert in internet industry and has ten years of experience in IT product development,
media strategy and marketing. In the early 2014, he set up Bequ.com, a China based travel service platform which is designed to
provide professional travel consultancy and extensive product line for individual needs. As the founder and CEO of Bequ.com, Mr.
He operated the business and successfully raised funding from various private equity and venture capital firms. Prior to that,
he served as General Manager of Micromega Technology Ltd and Product Manager of Arrow Electronics, ST microelectronics and QQ.com
from 2004 to 2012. He holds a Bachelor degree in Electronic Engineering from the Chengdu University of Technology, China.
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.
Kim Sing Cheng, Director.
Mr. Cheng has been a director
of the Company since December 21, 2015. Mr. Cheng is a professional accountant of Hong Kong and China and has over 15 years
of experience in finance and accounting responsibilities. Prior to joining the commercial field, Mr. Cheng had been professionally
trained in two audit firms. After that in 2004, he joined Formosa Handbag Company Limited which is a major subcontractor
of Nike Inc. in China. Subsequently in 2007, Mr. Cheng joined Wofoo Plastics Limited which is the largest PVC compound
producer in the Great China. From 2008 till now, Mr. Cheng is the Finance Manager of Good View Fruits Company Limited
which is the top-tier fruits wholesaler and manufacturer in Hong Kong and Macau. Mr. Cheng is Chief Financial Officer and director
of IWeb, Inc. since December, 2016
Hok Fung Wai, Director
. Mr. Wai has been a director of
the Company since December 21, 2015. Mr. Wai is an expert in the solar industry, dredging, highway construction and power stations
projects. Mr. Wai also has many years of experience in M&A, fund raising and pre-IPO transactions. In the early 2008, he set
up Hebort International Ltd, a Hong Kong based company which associates with a few of China State Owned Enterprises including China
Harbour, China Communication Construction, CNTIC and Shenhua group. Hebort later becames a partner of Silverbear Capital and a
strategic partner of UNIDO in exploring solar, Green and energy saving industry for more than 6 years. Mr. Wai still serves as
the director of Wahfong Industrial Development Co Ltd based in Guangdong China for luxury garment business, and as President, Chief
Executive Officer and director of IWeb, Inc. since December, 2016.
Shi-bin Xie, Chief Executive Officer and President.
Mr. Xie has been appointed as Chief Executive Officer and President since November 1, 2014. He joined SGOCO in July 2012 as Vice
President of Sales. He 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.
Xiao-Ming HU, Interim Chief Financial Officer.
With over
18 years of experience in Accounting and Finance, specializing in electronic and consumable products, Mr. Xiao-Ming Hu was named
as the Interim Chief Financial Officer of SGOCO in 2015. He joined the Company in August 2010 as finance manager and was promoted
to the Financial Controller of SGOCO (Fujian) Electronic Co., Ltd., a former subsidiary of SGOCO, in June 2013. Prior to joining
SGOCO, Mr. Hu was the financial controller of Allen International Group, a private group engaged in trading of cosmetic products
and services. From 1998 to 2007, he was a finance manager of Hengan Group, a company engaged in manufacturing, distribution, and
sale of personal hygiene products and listed on the Hong Kong Stock Exchange. In addition, Mr. Hu holds a Diploma of Finance from
the South Western University of Finance and Economics in China.
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,
a 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.
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, 2016, the
aggregate cash compensation paid to our executive officers was approximately $0.4 million. There were 131,000 ordinary shares
granted to executive officers in 2016 for their services rendered in fiscal 2016. In January 2017, 190,000 ordinary shares were
granted to executive officers for their services to be rendered in fiscal 2017.
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 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.
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
Bonuses 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 2016 Plan, the Administrator
may grant options to purchase ordinary shares, share appreciation rights, unrestricted shares, 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.
51,750 ordinary shares were awarded in January 2012 to
our independent directors, consultants and employees, 20,000 ordinary shares were issued in March 2013 to our independent
directors and 28,750 ordinary shares were issued in July 2013 to our independent directors, consultants and employees. In
January 2014, 40,000 ordinary shares were issued to our independent directors and employees (including certain executive
officers). In March 2015, 45,000 ordinary shares were issued to our independent directors and employees (including certain
executive officers). In November 2015, 72,500 ordinary shares were issued to our consultants and employees (including certain
executive officers). In March 14, 2016, 48,000 ordinary shares were issued to our independent directors, consultants and
employees (including certain executive officers).
2016 Omnibus Equity Plan
On July 13, 2016, the Board unanimously adopted the SGOCO Group,
Ltd. 2016 Omnibus Equity Plan (the "2016 Plan") which provides up to 2,500,000 ordinary shares that may be issued pursuant
to awards granted under the Plan. On August 10, 2016, the 2016 Plan was approved by the shareholders of the Company at the annual
shareholders meeting of the Company.
Purpose. The purpose of the 2016 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.
Administration
. The 2016 Plan shall be administered
by, and all equity compensation awards under the 2016 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 2016 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 2016 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 2016 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 2016 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 2016 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 2016 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 2016 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 2016 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 2016 Plan that would, if such amendment were not approved by the shareholders, cause
the 2016 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 2016 Plan or after termination of the 2016 Plan. No amendment, suspension or
termination of the 2016 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 2016 Plan prior to the effective date
of such change.
320,000 ordinary shares were awarded in December 2016 to our
directors, consultants and employees (including certain executive officers), 190,000 ordinary shares were issued in January 2017
to our independent directors consultants 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, 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 six 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 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 of the Company, 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 Messrs. Cheng, Wu, Chen and He 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 Hok Fung Wai and Frank Wu to administer the Company’s 2010 Plan and 2016 Plan.
Audit Committee.
Our audit committee consists of Mr.
Chen (Chairperson), Mr. Wu and Mr. Cheng. 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 Mr. He. 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 Mr. Cheng (Chairperson), Mr. Wu and Mr. He. 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.
Following the Sale of SGOCO (Fujian), only a limited number
of employees that are essential to our R&D, accounting, marketing and distribution were retained by the Company. As a result,
the number of our full-time employees decreased from 16 as of December 31, 2015 to 11 as of December 31, 2016. 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 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,
2017, 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, 2017 by the sum of 9,695,289 being the
number of ordinary shares issued and outstanding as of March 31, 2017 , plus the number of post-split ordinary shares such person
or group has the right to acquire within 60 days after as of March 31, 2017 . 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
|
|
Frank Wu
|
|
|
30,000
|
|
|
|
*
|
|
John Chen
|
|
|
30,000
|
|
|
|
*
|
|
Pruby He
|
|
|
30,000
|
|
|
|
*
|
|
Kim Sing Cheng
|
|
|
20,000
|
|
|
|
*
|
|
Hok Fung Wai
|
|
|
70,000
|
|
|
|
*
|
|
Shi-bin Xie
|
|
|
107,500
|
|
|
|
1.1
|
%
|
Xiao-Ming Hu
|
|
|
37,500
|
|
|
|
*
|
|
Tony Zhong
|
|
|
48,500
|
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
Principal Shareholders
|
|
|
|
|
|
|
|
|
Sun Zone Investments Limited (1)
|
|
|
2,285,000
|
|
|
|
23.6
|
%
|
Richly Conqueror Limited (2)
|
|
|
762,305
|
|
|
|
7.9
|
%
|
Sun Yuet Wo
|
|
|
1,900,000
|
|
|
|
19.6
|
%
|
Sze Kit Ting
|
|
|
565,058
|
|
|
|
5.8
|
%
|
“*” Indicates less than 1%
(1)
|
Sun Zone Investments Limited, a British Virgin Islands corporation, is beneficially owned
by Wong Shuk Yu. The registered office of Sun Zone Investments Limited is situated at Sea Meadow House, Blackburne Highway,
Road Town, Tortola, British Virgin Islands.
|
(2)
|
Richly Conqueror Limited, a British Virgin Islands corporation,
is beneficially owned by Mr Chan, Kam Biu Richard. The business address of Richly Conqueror Limited is Flat C, 37/F, Tower
9, Le Point, Metro Town, 8 King Ling Road, Tsueng Kwan O, Hong Kong.
|
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 charge of control
of our company.
As of March 31, 2017, we had 9,695,289 ordinary shares issued
and outstanding. To our knowledge, as of such date, we had at least two (2) record holders of our shares located in the U.S. that
held an aggregate of 60,000 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.
During the fiscal year, we did not enter into any transactions
with our directors and persons who own more than five percent of our common stock, or with their relatives and entities they control.
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, 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. These warrants expired on March 7, 2014.
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
|
|
2016
|
|
$
|
N/A
|
|
|
$
|
N/A
|
|
|
$
|
6.40
|
|
|
$
|
1.36
|
|
|
$
|
N/A
|
|
|
$
|
N/A
|
|
2015
|
|
$
|
N/A
|
|
|
$
|
N/A
|
|
|
$
|
3.80
|
|
|
$
|
1.00
|
|
|
$
|
N/A
|
|
|
$
|
N/A
|
|
2014
|
|
$
|
N/A
|
|
|
$
|
N/A
|
|
|
$
|
17.36
|
|
|
$
|
2.36
|
|
|
$
|
0.20
|
|
|
$
|
0.20
|
|
2013
|
|
$
|
N/A
|
|
|
$
|
N/A
|
|
|
$
|
33.32
|
|
|
$
|
2.80
|
|
|
$
|
5.00
|
|
|
$
|
0.08
|
|
2012
|
|
$
|
N/A
|
|
|
$
|
N/A
|
|
|
$
|
15.12
|
|
|
$
|
2.44
|
|
|
$
|
0.80
|
|
|
$
|
0.04
|
|
Quarterly Highs and Lows
|
|
High
|
|
|
Low
|
|
|
High
|
|
|
Low
|
|
|
High
|
|
|
Low
|
|
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
$
|
N/A
|
|
|
$
|
N/A
|
|
|
$
|
3.95
|
|
|
$
|
2.11
|
|
|
$
|
N/A
|
|
|
$
|
N/A
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fourth Quarter
|
|
$
|
N/A
|
|
|
$
|
N/A
|
|
|
$
|
3.95
|
|
|
$
|
2.75
|
|
|
$
|
N/A
|
|
|
$
|
N/A
|
|
Third Quarter
|
|
$
|
N/A
|
|
|
$
|
N/A
|
|
|
$
|
5.12
|
|
|
$
|
2.92
|
|
|
$
|
N/A
|
|
|
$
|
N/A
|
|
Second Quarter
|
|
$
|
N/A
|
|
|
$
|
N/A
|
|
|
$
|
4.49
|
|
|
$
|
3.10
|
|
|
$
|
N/A
|
|
|
$
|
N/A
|
|
First Quarter
|
|
$
|
N/A
|
|
|
$
|
N/A
|
|
|
$
|
6.40
|
|
|
$
|
1.36
|
|
|
$
|
N/A
|
|
|
$
|
N/A
|
|
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fourth Quarter
|
|
$
|
N/A
|
|
|
$
|
N/A
|
|
|
$
|
2.56
|
|
|
$
|
1.00
|
|
|
$
|
N/A
|
|
|
$
|
N/A
|
|
Third Quarter
|
|
$
|
N/A
|
|
|
$
|
N/A
|
|
|
$
|
2.92
|
|
|
$
|
1.24
|
|
|
$
|
N/A
|
|
|
$
|
N/A
|
|
Second Quarter
|
|
$
|
N/A
|
|
|
$
|
N/A
|
|
|
$
|
2.80
|
|
|
$
|
1.84
|
|
|
$
|
N/A
|
|
|
$
|
N/A
|
|
First Quarter
|
|
$
|
N/A
|
|
|
$
|
N/A
|
|
|
$
|
3.80
|
|
|
$
|
1.52
|
|
|
$
|
N/A
|
|
|
$
|
N/A
|
|
Monthly Highs and Lows
|
|
High
|
|
|
Low
|
|
|
High
|
|
|
Low
|
|
|
High
|
|
|
Low
|
|
April 2017
|
|
$
|
N/A
|
|
|
$
|
N/A
|
|
|
$
|
2.85
|
|
|
$
|
1.90
|
|
|
$
|
N/A
|
|
|
$
|
N/A
|
|
March 2017
|
|
$
|
N/A
|
|
|
$
|
N/A
|
|
|
$
|
3.00
|
|
|
$
|
2.11
|
|
|
$
|
N/A
|
|
|
$
|
N/A
|
|
February 2017
|
|
$
|
N/A
|
|
|
$
|
N/A
|
|
|
$
|
3.70
|
|
|
$
|
2.80
|
|
|
$
|
N/A
|
|
|
$
|
N/A
|
|
January 2017
|
|
$
|
N/A
|
|
|
$
|
N/A
|
|
|
$
|
3.95
|
|
|
$
|
3.00
|
|
|
$
|
N/A
|
|
|
$
|
N/A
|
|
December 2016
|
|
$
|
N/A
|
|
|
$
|
N/A
|
|
|
$
|
3.80
|
|
|
$
|
3.30
|
|
|
$
|
N/A
|
|
|
$
|
N/A
|
|
November 2016
|
|
$
|
N/A
|
|
|
$
|
N/A
|
|
|
$
|
3.95
|
|
|
$
|
3.00
|
|
|
$
|
N/A
|
|
|
$
|
N/A
|
|
October 2016
|
|
$
|
N/A
|
|
|
$
|
N/A
|
|
|
$
|
3.70
|
|
|
$
|
2.75
|
|
|
$
|
N/A
|
|
|
$
|
N/A
|
|
September 2016
|
|
$
|
N/A
|
|
|
$
|
N/A
|
|
|
$
|
3.59
|
|
|
$
|
2.92
|
|
|
$
|
N/A
|
|
|
$
|
N/A
|
|
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/A (File
No. 333-170674) originally filed with the Securities and Exchange Commission on December 15, 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 April 5, 2017, the Company, entered into a Securities Purchase
Agreement (the “Purchase Agreement”) with certain investors named on the signature pages thereto for the sale
by the Company of 434,783 of our ordinary shares, and warrants to purchase up to an initial 326,087 of our ordinary shares with
an initial exercise price of $2.75 per share. Under the Purchase Agreement, we may offer and sell up to 434,783 ordinary shares
to investors for a per share purchase price of $2.30. Warrants to purchase our ordinary shares were issued to investors in amount
equal to 75% of the shares purchased by each investor under the Purchase Agreement. The securities were offered and sold by the
Company pursuant to an effective shelf registration statement on Form F-3 (File No. 333-214141), which was originally filed
with the Securities and Exchange Commission on October 17, 2016, amended on December 23, 2016, and was declared effective on January
4, 2017, and a related prospectus.
On March 20, 2017, the Company entered into a Securities Purchase
Agreement (the “Securities Purchase Agreement”) with Mr. Chan Kei Hoong, an unaffiliated third parties, pursuant to
which the Company sold to Mr. Chan Kei Hoong 117,361 shares of its ordinary stock (the “Shares”) for an aggregate
amount of $239,417 in a registered direct offering. The Shares are being offered by the Company pursuant to an effective shelf
registration statement on Form F-3 (File No. 333-214141), which was originally filed with the Securities and Exchange Commission
on October 17, 2016, amended on December 23, 2016, and was declared effective on January 4, 2017.
We entered into a series of Securities Purchase Agreements
with certain investors between June and September, 2015. Pursuant to the Agreements, we issued certain convertible notes to the
investors in a total principal amount of $1.1 million.
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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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, 2016, 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 2016 and 2015.
In addition, our actual PFIC status for our 2016 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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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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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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is notified by the IRS that backup withholding is required; or
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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. In 2015, the RMB depreciated significantly. The center point
of the currency’s official trading band was 6.1265 in January, and was 6.4465 in December, which contributed partly to a
decline in our 2015 revenues, which we report in U.S. dollars in our financial statements. Through 2016 the RMB continued its
significant depreciation. The exchange rate of the RMB against U.S. Dollar as of December 31, 2016 and 2015 were 6.94 and 6.49.
Because the majority of our earnings and 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.