UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
(Mark one)
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REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
For the fiscal year ended December 31, 2012
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report:
For the transition period from ________ to ____________
Commission file number: 1-35016
SGOCO Group, Ltd.
(Exact name of the Registrant as specified in its charter)
N/A
(Translation of registrant’s name into English)
Cayman Islands
(Jurisdiction of incorporation or organization)
Beijing Silver Tower, Room 1817
2 Dongsanhuan North Road
Chaoyang District, Beijing
China 100027
(Address of principal executive offices)
David Xu, Chief Financial Officer
Tel: +86 (10) 8587-0170; Fax: +86 (10) 8587-0252
Beijing Silver Tower, Room 1817
2 Dongsanhuan North Road
Chaoyang District, Beijing
China 100027
(Name, Telephone, E-mail and/or Facsimile Number and Address of Company Contact Person)
With a copy to:
Greenberg Traurig LLP
Terminus 200 - 3333 Piedmont Road NE
Ste 2500
Atlanta, GA 30305
Telephone: 1(678) 553-2100
Facsimile: 1(678) 553-2212
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each Class
Name of each exchange on which registered
Ordinary shares, par value $0.001 per share
The NASDAQ Stock Market, LLC
Securities registered or to be registered pursuant to Section 12(g) of the Act:
Warrants, each to purchase one ordinary share
Title of Class
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
The registrant had 17,465,356 ordinary shares issued and outstanding as of December 31, 2012.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
☐ Yes ☒ No
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.
☐ Yes ☒ No
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.
☒ Yes ☐ No
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).
☒ Yes ☐ No
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.
☐ Large Accelerated filer
☐ Accelerated filer
☒ Non-accelerated filer
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
☒ U.S. GAAP
☐ International Financial Reporting
Standards as issued by the International
Accounting Standards Board
☐ Other
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.
☐ Item 17 ☐ Item 18
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).
☐Yes ☒ No
TABLE OF CONTENTS
FORWARD-LOOKING STATEMENTS
DEFINITIONS
PART I
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
ITEM 3. KEY INFORMATION
A. Selected Financial Data.
B. Capitalization and Indebtedness.
C. Reason for the Offer and Use of Proceeds.
D. Risk Factors.
ITEM 4. INFORMATION ON THE COMPANY
A. History and Development of the Company.
B. Business overview.
C. Regulations.
D. Organizational structure.
E. Property, plant and equipment.
ITEM 4A. UNRESOLVED STAFF COMMENTS
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
A. Operating results.
B. Liquidity and capital resources.
C. Research and development, patents and licenses, etc.
D. Trend information.
E. Off-balance sheet arrangements.
F. Tabular disclosure of contractual obligations.
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A. Directors and senior management.
B. Compensation.
C. Board Practices.
D. Employees.
E. Share Ownership.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
A. Major Shareholders.
B. Related Party Transactions.
C. Interests of Experts and Counsel
ITEM 8. FINANCIAL INFORMATION
A. Consolidated Statements and Other Financial Information.
B. Significant Changes.
ITEM 9. THE OFFER AND LISTING
A. Offer and Listing Details.
B. Plan of Distribution.
C. Markets.
D. Selling Shareholders.
E. Dilution.
F. Expenses of the Issue.
ITEM 10. ADDITIONAL INFORMATION
A. Share Capital.
B. Memorandum and Articles of Association.
C. Material Contracts.
D. Exchange controls.
E. Taxation.
F. Dividends and paying agents.
G. Statement by experts.
H. Documents on display.
I. Subsidiary Information
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
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ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
PART II
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
ITEM 15. CONTROLS AND PROCEDURES
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
ITEM 16B. CODE OF ETHICS
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
ITEM 16F. CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT
ITEM 16G. CORPORATE GOVERNANCE
PART III
ITEM 17. FINANCIAL STATEMENTS
ITEM 18. FINANCIAL STATEMENTS
ITEM 19. EXHIBITS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED STATEMENTS OF INCOME AND OTHER COMPREHENSIVE INCOME
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
CONSOLIDATED STATEMENTS OF CASH FLOWS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
NOTE 2 - ACCOUNTING POLICIES
NOTE 3 – BUSINESS ACQUISITION
NOTE 4 - ACCOUNTS RECEIVABLE, TRADE
NOTE 5 - OTHER RECEIVABLES AND PREPAYMENTS
NOTE 6 - INVENTORIES
NOTE 7 - ADVANCES TO HONESTY GROUP AND SUPPLIERS
NOTE 8 - PLANT AND EQUIPMENT, NET
NOTE 9 – DEBT AND CREDIT FACILITIES
NOTE 10 - EMPLOYEE PENSION
NOTE 11 - WARRANT DERIVATIVE LIABILITY
NOTE 12 – OTHER PAYABLES
NOTE 13 - CAPITAL TRANSACTIONS
NOTE 14 – STATUTORY RESERVES
NOTE 15 - INCOME TAXES
NOTE 16 - ENTERPRISE-WIDE GEOGRAPHIC REPORTING
NOTE 17 – RELATED PARTY AND SHAREHOLDER TRANSACTIONS
NOTE 18 - EARNINGS PER SHARE
NOTE 19 - COMMITMENTS AND CONTINGENCIES
NOTE 20 – CONCENTRATION OF RISKS
NOTE 21 – SUBSEQUENT EVENTS
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FORWARD-LOOKING STATEMENTS
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:
1.
2.
3.
the correct measurement and identification of factors affecting our business;
the extent of their likely impact; and/or
the accuracy and completeness of the publicly available information regarding the factors upon which our business strategy is based.
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:
1.
Sale of Honesty Group may not produce the benefits the Company anticipated, its transition to a “light-asset” model may take more time and the
transition may not be successful;
2.
Competition in our industry is intense and we may lose customers;
3. Decreased selling prices for display products, regardless of cyclical fluctuations in the industry, would adversely impact our margins if prices
decrease faster than we are able to reduce our costs;
4. We sell most of our products through a few large distributors with which we do not have long-term agreements and, accordingly, we may have risks
from our level of customer concentration;
5. We may not be able to generate any growth and our sales may continue to decrease in the future;
6. Our ability to maintain effective internal control over financial reporting;
7.
8.
9.
China’s overall economic conditions and local market economic conditions;
Possibility of securing loans and other financing without efficient fixed assets as collateral; and
Legislation or regulatory environments.
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.
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DEFINITIONS
Unless otherwise indicated and except where the context otherwise requires, the following definitions are used in this Annual Report:
1. “Acquisition” means the business combination transaction consummated on March 12, 2010, as provided by the Share Exchange Agreement, dated as of
February 12, 2010, by and among our company, Honesty Group and each of the shareholders signatory thereto, as amended by Amendment No. 1 to Share
Exchange Agreement, dated March 11, 2010;
2. “Apex” or “Apex Flourish Group Limited” means the British Virgin Islands company that purchased Honesty Holdings Group Limited from SGOCO IN
2011, in what is defined, depending on the context, as either the “Sale of Honesty Group” or the “Acquisition;”
3. “Beijing SGOCO” means Beijing SGOCO Image Technology Co., Ltd., a company with limited liability incorporated in China and a wholly owned
subsidiary of SGOCO International;
4. “Guancheng” means Guancheng (Fujian) Electron Technological Co. Limited, a company with limited liability incorporated in China and a wholly
owned subsidiary of Honesty Group;
5. “Guanke” means Guanke (Fujian) Electron Technological Industry Co. Ltd., a company with limited liability incorporated in China and a wholly owned
subsidiary of Honesty Group;
6. “Guanwei” means Guanwei (Fujian) Electron Technological Co. Limited, a company with limited liability incorporated in China and a wholly owned
subsidiary of Honesty Group;
7. “Honesty Group” means Honesty Group Holdings Limited, a Hong Kong limited company and a former wholly owned subsidiary of SGOCO, which
was acquired in the Acquisition and was sold to Apex Flourish Group Limited in the Sale of Honesty Group transaction described below;
8. “Jinjiang Guanke” means Jinjiang Guanke Electron Co., Ltd., a company with limited liability incorporated in China and a wholly owned subsidiary of
Guanke (Fujian) Electron Technological Industry Co. Ltd.;
9. “PRC” or “China” means the People’s Republic of China;
10. “Sale of Honesty Group” means the transaction consummated as provided by the Sale and Purchase Agreement dated November 15, 2011, by and
between our company and Apex Flourish Group Limited pursuant to which we sold our 100% ownership interest in Honesty Group to Apex Flourish
Group Limited;
11. “SGO” means SGO Corporation, a Delaware corporation and a wholly owned subsidiary of SGOCO International;
12. “SGOCO”, “we,” “us,” “our,” “the company,” or “our company” means SGOCO Group, Ltd., a company organized under the laws of the Cayman
Islands, and its consolidated subsidiaries. SGOCO Group, Ltd. was previously named SGOCO Technology, Ltd., and prior to the Acquisition described
below; our predecessor was named Hambrecht Asia Acquisition Corp;
13. “SGOCO (Fujian)” means SGOCO (Fujian) Electronic Co., Ltd., a company with limited liability incorporated in China and a wholly owned subsidiary
of SGOCO International;
14. “SGOCO International” means SGOCO International (HK) Limited, a Hong Kong limited company and wholly owned subsidiary of SGOCO;
15. “Tier 3 cities” means middle-scale or prefecture level cities in China; and “Tier 4 cities” means small or county level cities in China;
16. “U.S. Dollars,” “dollars,” “US$,” or “$” means the legal currency of the United States. “RMB” or “Renminbi” means the legal currency of China;
17. “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.
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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 million in
total consideration (referred to hereinafter as “Sale of Honesty Group”). Honesty Group and its subsidiaries controlled our core manufacturing facility,
including the land, buildings and production equipment. The Sale of Honesty Group allowed SGOCO to transition to a “light-asset” business model with
greater flexibility and scalability and focus its operations on developing, branding, marketing and distributing LCD/LED products in China. Honesty Group’s
operations are reflected in our Fiscal Year 2011 financial statements through November 30, 2011.
The selected consolidated statement of operations data presented below for the years ended December 31, 2012, 2011 and 2010 and the selected consolidated
balance sheet data as of December 31, 2012 and 2011 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, 2009 and 2008 and the selected consolidated balance sheet
data as of December 31, 2010, 2009 and 2008 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, 2012, 2011 and 2010
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.
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Consolidated Statement of Income
(In thousands of U.S. Dollars, except per share amounts)
Net revenues
Cost of goods sold
Gross profit
Selling expenses
General and administrative expenses
Total operating expenses
Income from operations
Interest income
Interest expense
Other income (expense), net
Change in fair value of warrant derivative liability
Gain from disposal of subsidiaries
Income before provision for income taxes
Provision for income taxes
Net income
Earnings per share:
Basic-ordinary share
Diluted-ordinary share
Weighted average shares used in calculating
earnings per share:
Basic
Diluted
Consolidated Balance Sheet Data
(In thousands of U.S. Dollars, except per share amounts)
Total assets
Total liabilities
Total shareholders’ equity
B. Capitalization and Indebtedness.
Not applicable.
C. Reason for the Offer and Use of Proceeds.
Not applicable.
2012
2011
For the Years Ended
December 31,
2010
2009
2008
166,701
(154,221)
12,480
(670)
(5,322)
(5,992)
6,488
8
(61)
(130)
75
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6,380
(2,167)
4,213
313,136
(279,399)
33,737
(1,706)
(5,779)
(7,485)
26,252
288
(2,074)
(248)
925
127
25,270
(8,651)
16,619
217,301
(184,602)
32,699
(700)
(6,443)
(7,143)
25,556
90
(1,021)
(892)
(287)
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23,446
(3,514)
19,932
67,874
(57,764)
10,110
(117)
(889)
(1,006)
9,104
7
(842)
(76)
-
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8,193
(1,034)
7,159
43,791
(37,709)
6,082
(211)
(563)
(774)
5,308
5
(70)
(19)
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5,224
-
5,224
0.25
0.25
1.03
1.02
2.13
1.86
0.84
0.84
0.61
0.61
17,059,575
17,059,575
16,086,598
16,288,242
9,354,186
10,705,957
8,500,000
8,500,000
8,500,000
8,500,000
2012
2011
As of December 31,
2010
2009
2008
105,647
27,332
78,315
85,201
11,313
73,888
152,621
91,993
60,628
79,473
47,470
32,003
40,461
18,681
21,780
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D. Risk Factors.
You should carefully consider all the information in this Annual Report, including various changing regulatory, competitive, economic, political and social
risks and conditions described below, before making an investment in our ordinary shares. One or more of a combination of these risks could materially
impact our business, results of operations and financial condition. In any such case, the market price of our ordinary shares could decline, and you may lose
all or part of your investments.
Risks Relating to Our Business and Industry
Sale of Honesty Group may not produce the benefits the Company anticipated, its transition to a “light-asset” model may take more time and the
transition may not be successful.
Honesty Group and its subsidiaries controlled our core manufacturing facility, including the land, buildings and production equipment. On November 15,
2011, we entered into the Sale of Honesty Group to sell our 100% ownership interest in Honesty Group to Apex for $76 million in total consideration. This
transaction was completed. Our intension was to transition SGOCO from a “heavy-asset” business model to a “light-asset” business model with greater
flexibility and scalability. But, we can neither guarantee the success of the transition nor predict how long will take to complete the transition.
Following the Sale of Honesty Group, we discontinued consolidating the financial statements of Honesty Group. If Honesty Group were to be deemed a
variable interest entity under U.S. GAAP, we would be required to consolidate its financial statements with ours. If that occurred, we may lose the benefit of
the “light-asset” model, which would substantially change our financial condition.
Pursuant to the Sale of Honesty Group, Apex assumed our obligations to pay the remaining registration capital of $8.8 million in Guanwei and to pay the
remaining balance of approximately $14 million of the commitment to the Fujian Jinjiang government to invest in the Guanke Technology Park. The $8.8
million registration capital has been paid by Apex.
As of the date of this Annual Report, we have not received any notice related to the above-referenced unpaid commitment. Whatever risk may have existed in
this area was decreased by Honesty building two new dormitory buildings and a new factory facility in the Guanke Technology Park. But, there can be no
assurance that Chinese governmental authorities will not claim that SGOCO must pay the unpaid commitment to Guanke Technology Park, if Apex fails to do
so.
Competition in our industry is intense and, if we are not able to compete effectively, we may lose customers and our financial results will be negatively
affected.
The LCD/ LED products industry in China is highly competitive, and we expect competition to persist and intensify. We face competition from distributors
and LCD/LED manufacturers that use their extensive brand-name value, manufacturing and marketing size, and in-house sales forces and exclusive sales
agents to distribute their products. We compete for customers on the basis of, among other things, our product offerings, customer service and reputation.
Some of our competitors have greater financial, research and development, design, marketing, distribution, management or other resources.
Our results of operations could be affected by several competitive factors, including entry by new competitors into our current markets, expansion by existing
competitors, better marketing and advertising leading to stronger brand equity for our competitors, and competition with other companies for the production
capacity of contract manufacturers. Our results of operations and market position may be adversely impacted by these competitive factors.
There can be no assurance that our strategies will remain competitive or that we will succeed in the future. Increased competition could result in a loss of
market share. In particular, if our competitors adopt aggressive pricing policies, we may be forced to adjust the pricing of our products to improve our
competitiveness. This could adversely affect our margins, profitability and financial results.
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Our industry has experienced declines in the average selling prices of display products irrespective of cyclical fluctuations in the industry, and our
margins would be adversely impacted if prices decrease faster than we are able to reduce our costs.
The average selling prices of display products have generally declined and are expected to continually decline with time regardless of industry-wide cyclical
fluctuations because of, among other factors, technological advancements and cost reductions. We may be able to take advantage of the higher selling prices
typically associated with new products and technologies when they are first introduced in the market. But, such prices decline over time and, in certain cases,
very rapidly, because of market competition or otherwise.
We may not be able to effectively anticipate and counter the price erosion that accompanies our products. In addition, the average selling prices of our display
products may decrease faster than the speed at which we are able to reduce our purchasing costs. If those events occur, our gross margins would decrease and
our results of operations and financial condition would be materially and adversely affected.
We sell most of our products through a few large distributors with whom we do not have long-term agreement, and, accordingly, we may have risks from
our level of customer concentration.
We derive a significant portion of our sales from several large independent, non-exclusive distributors. For 2012, 2011 and 2010, sales to our top two
distributors accounted for 27%, 31% and 35%, respectively, of our total revenue.
Our largest customers have generally changed from period-to-period. Only two customers exist with more than 10% of our revenue for the years ended
December 31, 2012, 2011 and 2010; only one customer remained on this list for two years.
We are exposed to the credit risks of our customers.
Our accounts receivable aging period typically ranges from 30 to 90 days. 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. In particular, Mr. Burnette Or, Chairman of the Board and President, has over 10 years’ experience in the PC monitor and TV industry.
He 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 Mr. Or’s services and cannot replace him in a timely manner, it would reduce our competitiveness. That would adversely affect our financial
condition, operating results and future prospects.
We may not be able to generate any growth and our sales may continue to decrease in the future.
We expanded our business rapidly during the years between 2006 and 2011. Our revenues, however, dropped significantly in 2012 primarily attribute to our
significant reduction in the lower-margin trading and OEM businesses, loss of a few key clients and increased competition in China’s general display market.
In the future, we may expand either through organic growth or through acquisitions and investments in related businesses. Such expansion may place a
significant strain on our managerial, operational and financial resources. We will need to generate future growth effectively, which will entail devising and
implementing business plans, training and managing a growing workforce, managing costs and implementing adequate control and reporting systems in a
timely manner. There can be no assurance that our personnel, procedures and controls will be managed effectively to support future growth adequately.
Failure to manage expansion effectively would probably prevent us from executing our business plan and adversely affect our business, financial condition
and results of operation. In addition, we may not be able to generate any growth in the future. Accordingly, you should not rely on our historic growth rate as
an indicator for our future growth rate.
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As the majority of our operations are in China, we may face risks related to health problems, including epidemics in China, which could adversely affect
our operations.
Our business could be materially and adversely affected by the outbreak of avian flu, severe acute respiratory syndrome, other public health problems, or even
an epidemic. From time-to-time, there have been reports on the occurrences of avian flu in various parts of China, including a few confirmed human cases
and deaths. Any prolonged recurrence of avian flu, severe acute respiratory syndrome or other adverse public health developments in China or elsewhere in
Asia would have a material and adverse effect on our business operations.
We depend on product manufacturing provided by outsourcing partners including Honesty Group.
The majority of our manufacturing is performed by Honesty Group and its subsidiaries, which are now independent of the Company. SGOCO has the right to
source products from other manufacturers and has started to do so. While these arrangements may lower costs, they also reduce our direct control over
production. As a result, it is not certain that the quality or quantity of products or our ability to respond to changing conditions will be the same as it was when
SGOCO controlled manufacturing.
There are no long-term contracts with the suppliers or manufacturers except for the contract with Apex, described below in Item 4.A., in the Sales and
Purchase Agreement for Honesty Group. If manufacturers determine not to continue business with us, or if manufacturing by Honesty Group or other
suppliers is disrupted for any reason, including extreme weather conditions, landslides, earthquakes, fires, natural catastrophes, raw material supply
disruptions, equipment and system failures, labor force shortages, energy shortages, workforce actions, environmental issues, bankruptcy, or change of
control, our business, financial condition or results of operations could be materially adversely affected due to concentration on a few key manufacturers or
finished-goods suppliers.
Problems with product quality, including defects, in our LCD/LED products could result in fewer customers and decreased sales, and unexpected
expenses.
Except for OEM products, our products are mainly designed by our product development teams and are outsourced for production using advanced and often
new technology and must meet stringent quality requirements. Products manufactured using advanced and new technology may contain undetected errors or
defects, especially when first introduced. For example, our LCD/LED products may contain defects that are not detected until after they are shipped or
installed, because we cannot test for all possible problems or defects. Such defects could cause us to incur significant re-design costs, divert the attention of
our technology personnel from product development efforts and significantly affect our customer relations and business reputation.
In addition, future product failures could cause our suppliers or manufacturers to incur substantial expense to repair or replace
defective products. Our products, including custom systems, are subject to warranty obligations. Generally, these requirements
obligate our outsourced manufacturers to provide a minimum of a one-year repair or replacement obligation. If the product cannot be
repaired after two attempts during the one-year warranty period, the manufacturers or suppliers must offer the end-customer a replacement. If we deliver
LCD/LED products with errors or defects, or if there is a perception that our LCD/LED products contain errors or defects, our credibility and the market
acceptance and sales of our products would be harmed. Widespread product failures would increase our warranty costs, damage our market reputation and
cause our sales to decline.
But, the display panel manufacturers offer us a one-year warranty. Although our warranty obligations to our customers for the display panels are essentially
borne by our manufacturers, the product failures could increase the warranty costs of our display panel manufacturers who may then transfer their costs to us
and ultimately to the end-customers.
SGOCO International has unfulfilled registered capital obligations for its subsidiaries.
SGOCO International’s subsidiaries, SGOCO (Fujian) and Beijing SGOCO, were formed on July 28, 2011 and December 26, 2011, respectively, with
registered capital of $2,200,000 and $500,000, respectively. 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 (Fujian) and Beijing SGOCO.
As of March 1, 2013, SGOCO International had paid registered capital of $449,960 to SGOCO (Fujian) and had also paid registered capital of $300,950 to
Beijing SGOCO. SGOCO International must pay the rest of its registered capital obligations within two years of the date of issuance of each subsidiary’s
business license according to PRC registration capital management rules. If it fails to contribute the required capital, it will have to apply for a reduction in
the remaining registered capital, which may not be granted. Also, if SGOCO International fails to contribute the registered capital, it may be penalized with
fines of 5–15% of the amount of unpaid capital. In addition, in certain cases, the business license(s) for SGOCO (Fujian) and/or Beijing SGOCO 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.
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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 Renminbi by restricting how the converted Renminbi may be used. SAFE Circular 142 requires that Renminbi
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 Renminbi funds converted from the foreign currency
denominated registered capital of a foreign-invested company.
Our risk management and internal control systems may not be effective and have deficiencies or material weaknesses.
We are a public company in the United States subject to the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”). The SEC, as required
under Section 404 of the Sarbanes-Oxley Act (“Section 404”), has adopted rules requiring public companies to include in their annual reports a management
report on the effectiveness of these companies’ internal control over financial reporting.
Our management has concluded that under the rules of Section 404, our internal control over financial reporting was not effective as of December 31, 2012. 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. 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. It requires we anticipate and react to changes in our business and economic and regulatory environments and to expend
significant resources to maintain a financial reporting system adequate to satisfy our reporting obligations. We also expect to incur additional compensation
expenses connected with hiring additional accounting and internal control personnel.
As a result, our business and financial condition, results of operations and prospects, and 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 and/or civil or criminal
sanctions.
Our market is subject to rapidly changing consumer preferences and we may not be able to predict or meet consumer preferences or demand accurately.
We derive a significant amount of revenue from the LCD/LED products that are subject to rapidly changing consumer preferences. Our sales and profits are
sensitive to these changing preferences. Our success depends on our ability to identify, originate and define product and fashion trends as well as to anticipate,
gauge and react to changing consumer demands in a timely manner. All of our products are subject to changing consumer preferences that we cannot predict
with certainty. If we fail to anticipate accurately and respond to trends and shifts in consumer preferences, we could experience lower sales, excess inventories
and lower profit margins, any of which would have an adverse effect on our results of operations and financial condition.
Unauthorized use of our brand names by third parties may adversely affect our business.
We consider our brand names critical to success. Due to the nature of our business, we do not have administrative protection from patents, copyrights,
trademarks or trade secrets covering branding, distributing and marketing of LCD/LED products. Our continued ability to differentiate ourselves from other
LCD/LED products distributors and other potential new entrants depends substantially on our ability to preserve the value of our brand names.
We rely on trademark law, company brand name protection policies, and agreements with our employees and business partners to protect the value of our
brand names. In particular, “SGOCO,” and “POVISON” marks are registered in the PRC and are approved by the State Trademark Bureau of the PRC to be
transferred to SGOCO International in Hong Kong. But, there can be no assurance that the measures we take in this regard are adequate to prevent or deter
infringement or other misappropriation of our brand names. For example, we may not be able to detect unauthorized use of our brand names in a timely
manner because our ability to determine whether other parties have infringed our brand names is generally limited to information from publicly available
sources.
To preserve the value of our brand names, we may need to take legal actions against third parties. Nonetheless, because the validity, enforceability and scope
of trademark protection in the PRC are not certain and still evolving. Consequently, legal action may not be successful. Further, future litigation could also
result in substantially increasing our costs, diverting our resources and disrupting our business.
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We may not be able to secure financing needed for future operating needs on favorable terms, or on any terms at all.
From time-to-time, we may seek additional financing to provide the capital required to maintain our business, if cash flow from operations is not sufficient to
do so. We cannot predict with certainty the timing or amount of any such capital requirements. If such financing is not available on satisfactory terms, we may
not be able to expand our business or to develop new business at the rate desired. Consequently, our results of operations may be adversely affected.
If we are able to incur debt, lenders may impose certain restrictions. In addition, repaying such debt may limit our cash flow and our ability to grow. If we are
not able to incur debt, we may be forced to issue additional equity, which would have a dilutive effect on our shares.
We may be treated as a passive foreign investment company, or “PFIC,” which could result in adverse U.S. federal income tax consequences to U.S.
Holders of our ordinary shares and warrants.
In general, we will be treated as a PFIC for any taxable year in which either:
1.
2.
at least 75% of our gross income (looking through certain 25% or more-owned corporate subsidiaries) is passive income; or
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.
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:
1.
2.
3.
4.
the rules requiring the filing with the SEC of quarterly reports on Form 10-Q or current reports on Form 8-K;
the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations regarding a security registered under the Exchange
Act;
provisions of Regulation FD aimed at preventing issuers from making selective disclosures of material information; and
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).
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.
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Expansion of our business may increase pressure on our management, which may impede our ability to meet any increased demand for our products and
adversely affect our results of operations.
Our business plan is to grow our operations profitably. Growth in our business may place a significant strain on our personnel, management, financial systems
and other resources. The evolution of our business also presents numerous risks and challenges, including:
1.
2.
3.
4.
5.
6.
customers continuing to accept our LCD/LED products;
our ability to successfully and rapidly expand our SGOCO Image program to reach potential customers in response to potentially increasing demand;
the costs associated with such growth, which are difficult to quantify, but could be significant;
the competition from larger, better capitalized and well-known competitors and the effect of rapid technological change;
the highly competitive nature of our industry; and
the continued availability and favorable pricing of the raw materials and components used in our products.
If we are successful growing our SGOCO Image 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):
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”) is
applicable; or
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2. 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).
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.
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Government responses to these events have included partial nationalization of certain industries and enterprises, “bail-out” packages intended to provide
liquidity to market participants and several high profile acquisitions and bankruptcies. The recovery from the lows of 2008 and 2009 was uneven and it is
facing new challenges, including the escalation of the European sovereign debt crisis in 2011 and 2012. It is not clear whether the European sovereign debt
crisis will be contained and what effects it may have.
There is considerable uncertainty over the long-term effects of the expansionary monetary and fiscal policies that have been adopted by the central banks and
financial authorities of some of the world’s leading economies, including China’s. There have also been concerns over unrest in the Middle East and Africa,
which may result in higher oil prices and significant market volatility. Economic conditions in China are sensitive to global economic conditions. Any
prolonged slowdown in the global and/or Chinese economy may have a negative impact on our business, results of operations and financial condition, and
continued turbulence in the international markets may adversely affect our ability to access the capital markets to meet liquidity needs.
Risks Related to Doing Business in China
Adverse changes in political and economic policies of the Chinese government could have a material adverse effect on the overall economic growth of
China, which could reduce the demand for our products and adversely affect our competitive position.
Our development and sales operations will continue to be focused on and conducted in China, and a substantial portion of our sales will continue to be made
in China. Accordingly, our business, financial condition, results of operations and prospects will be affected significantly by economic, political and legal
developments in China. The Chinese economy differs from the economies of most developed countries in many respects, including:
1.
2.
3.
4.
5.
the amount of government involvement;
the level of development;
the growth rate;
the control of foreign exchange; and
the allocation of resources.
While the Chinese economy has experienced significant growth in the past 30 years, growth has been uneven, both geographically and among various sectors
of the economy. The Chinese government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of
these measures benefit the overall Chinese economy, but may also have a positive or negative effect on us.
The Chinese economy has been transitioning from a planned economy to a more market-oriented economy. In recent years, the Chinese government has
implemented measures emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets and the
establishment of sound corporate governance in business enterprises. But, the Chinese government still owns a substantial portion of the productive assets in
China. The continued control of these assets and other aspects of the national economy by the Chinese government could adversely affect our business.
The Chinese government also exercises significant control over Chinese economic growth through the allocation of resources, controlling payment of foreign
currency denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies. The Chinese
government has implemented certain measures to control the pace of economic growth. Any adverse change in the economic conditions or government
policies in China could have a material adverse effect on overall economic growth in China, which in turn could lead to reduced demand for our products.
Investors may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing original actions in China based on
U.S. judgments against us or our subsidiaries, affiliates, officers, directors and shareholders.
A majority of our assets are located outside of the U.S. and most of our directors and executive officers reside outside of the U.S. As a result, it may not be
possible for investors in the U.S. to effect service of process within the U.S. or elsewhere outside China on us, our subsidiaries, officers, directors and
shareholders, and others. This can be particularly important regarding matters arising under U.S. federal or state securities laws.
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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:
1.
2.
3.
the actions are not required to be arbitrated by Chinese law;
the facts alleged in the complaint give rise to a cause of action under Chinese law; and
the actions satisfy certain prerequisite conditions prescribed by Chinese law.
Connected with such an original action, a Chinese court may award civil remedies, including monetary damages. Notwithstanding the ability to bring original
actions, we do not believe it is likely that the courts in China would entertain original actions brought in China against us or our directors or officers
predicated upon the securities laws of the U.S. or any state or territory within the U.S.
Our auditor, like other independent registered public accounting firms operating in China and to the extent their audit clients have operations in China
and Hong Kong, is not permitted to be inspected by the Public Company Accounting Oversight Board and, as such, you may be deprived of the benefits of
such inspection.
Our independent registered public accounting firm issues the audit report included in this Annual Report filed with the SEC, as auditors of companies that are
traded publicly in the U.S., our public accounting firm is registered with the U.S. Public Company Accounting Oversight Board (United States) (the
“PCAOB”). It is required by U.S. laws to be regularly inspected by the PCAOB to assess its compliance with the U.S. laws and professional standards.
Our operations, however, are mainly located in the PRC, a jurisdiction where PCAOB is currently not able to conduct inspections without the approval of
PRC authorities. Our auditor, like other independent registered public accounting firms operating in China and Hong Kong (to the extent their audit clients
have operations in China), is currently not subject to inspection by the PCAOB.
Inspections of some other firms that the PCAOB has conducted outside China have identified deficiencies in those firms’ audit procedures and quality control
procedures. Certain deficiencies revealed in the inspection process can be addressed to improve future audit quality. The inability of the PCAOB to conduct
inspections of auditors operating in China makes it difficult to evaluate our auditor’s audit procedures and quality control procedures. As a result, our
investors may not receive the benefits of the PCAOB inspections.
We face uncertainties regarding indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies.
The Notice on Strengthening Administration of Enterprise Income Tax for Share Transfers by Non-PRC Resident Enterprises, or SAT Circular 698, was
issued by the State Administration of Taxation, or the SAT, on December 10, 2009. It has retroactive effect from January 1, 2008, where a non-resident
enterprise transfers the equity interests of a PRC resident enterprise indirectly via disposing of the equity interests of an overseas holding company, or an
Indirect Transfer, and such overseas holding company is located in a tax jurisdiction that:
1.
2.
has an effective tax rate less than 12.5%; or
does not tax foreign income of its residents, the non-resident enterprise, being the transferor, shall report to the relevant tax authority of the PRC
resident enterprise this Indirect Transfer.
Using a “substance over form” principle, the PRC tax authority may disregard the existence of the overseas holding company if it lacks a reasonable
commercial purpose and was established for the purpose of reducing, avoiding or deferring PRC tax. As a result, gains derived from such Indirect Transfer
may be subject to PRC withholding tax at a rate of up to 10%. SAT Circular 698 also provides that, where a non-PRC resident enterprise transfers its equity
interests in a PRC resident enterprise to its related parties at a price lower than the fair market value, the relevant tax authority has the power to make a
reasonable adjustment to the taxable income of the parties.
The application of SAT Circular 698 is not certain. For example, while the term “Indirect Transfer” is not clearly defined, it is understood that the relevant
PRC tax authorities have jurisdiction regarding requests for information over a wide range of foreign entities having no direct contact with China. Moreover,
the tax authority has not yet:
1.
2.
3.
promulgated any formal rules;
formally declared or stated how to calculate the effective tax rates in foreign tax jurisdictions; and
provided the process and format of the reporting of an Indirect Transfer to the tax authority of the PRC resident enterprise.
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In addition, there are no formal declarations regarding how to determine whether a foreign investor has adopted an abusive arrangement to reduce, avoid or
defer PRC tax. SAT Circular 698 may be determined by the tax authorities to be applicable to our private equity financing transactions where non-resident
investors were involved, if any of such transactions were determined by the tax authorities to lack reasonable commercial purpose.
As a result, we and our non-resident investors in such transactions may be at risk of being taxed under SAT Circular 698. We have accrued $5.4 million in the
income tax expense for the year ended December 31, 2011 on the Sale of Honesty Group and the amount remained unpaid as of the date of this Annual
Report. We have already submitted relevant documents to the PRC tax bureau regarding the Sales of Honesty Group. We may be required to expend valuable
resources to comply with SAT Circular 698. This may have a material adverse effect on our cash flow, financial condition and results of operations.
Future changes in laws, regulations or enforcement policies in China could adversely affect our business.
Laws, regulations or enforcement policies in China are evolving and subject to future changes. Future changes in laws, regulations or administrative
interpretations, or stricter enforcement policies by the Chinese government, could impose more stringent requirements on us, including fines or other
penalties. Changes in applicable laws and regulations may also affect our operating costs. Compliance with these requirements could impose substantial
additional costs or otherwise adversely affect our future growth. These changes may relax some requirements, which could be beneficial to our competitors or
could lower market entry barriers and increase competition. In addition, any litigation or governmental investigation or enforcement proceedings in China
may be protracted and result in substantial costs and diversion of resources and management attention.
Uncertainties regarding the Chinese legal system could have a material adverse effect on us.
The Chinese legal system is a civil law system based on statutes. Unlike the common-law system, prior court decisions may be cited for reference, but have
limited precedential authority in China. Since 1979, Chinese legislation and regulations have significantly enhanced the protections provided to various forms
of foreign investments in China. We conduct the majority of our business through our subsidiaries, SGOCO (Fujian) and Beijing SGOCO, which were
established in China. As a result, we will be subject to laws and regulations applicable to foreign investments in China and, in particular, laws applicable to
wholly foreign-owned enterprises.
But, since the Chinese legal system continues to rapidly evolve, the interpretations of many laws, regulations and rules are not always uniform.
In addition, enforcement of these laws, regulations and rules involve uncertainties, which may limit legal protections available to us. For example, we may
have to file administrative and court proceedings to enforce the legal protection that we or our subsidiaries enjoy either by law or contract. Chinese
administrative and court authorities have significant discretion in interpreting and implementing statutory and contractual terms. Consequently, it may be
more difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection that we would enjoy compared to more
developed legal systems.
These uncertainties may impede our ability to enforce contracts or other rights. Furthermore, intellectual property rights and confidentiality protections in
China may be less effective than in the U.S. or other countries. Accordingly, we cannot predict the effect of future developments in the Chinese legal system,
including the promulgation of new laws, changes to existing laws or the interpretation or enforcement of these laws, or the preemption of local regulations by
national laws. These uncertainties could limit the legal protections available to us and our shareholders. In addition, any litigation in China may be protracted,
substantially increase our costs and divert our resources and management’s attention.
If China imposes restrictions to reduce inflation, China’s future economic growth could be curtailed which could adversely affect our business and
results of operation.
China’s economy has experienced rapid growth. But, this growth has varied among various sectors of the economy and in different geographical areas of the
country. Rapid economic growth can lead to growth in the supply of money and rising inflation. To control inflation, the Chinese government may impose
controls on bank credit, limits on loans for fixed assets and restrictions on state bank lending. If similar restrictions are imposed, it may lead to a slowing of
economic growth and decrease the interest in our LCD/LED products leading to a decline in our profitability.
Changes in foreign exchange regulations in China may affect our operating subsidiaries’ ability to pay dividends in foreign currency or conduct other
foreign exchange business.
RMB is not a freely convertible currency currently, and the restrictions on currency exchanges may limit our ability to use revenues generated in RMB to
fund our business activities outside China or to make dividends or other payments in U.S. Dollars. In China, SAFE regulates the conversion of RMB into
foreign currencies. Over the years, foreign exchange regulations in China have significantly reduced the government’s control over routine foreign exchange
transactions under current accounts (i.e., remittance of foreign currencies for payment of dividends, etc.).
- 16 -
Conversion of RMB for capital account items, such as direct investment, loan, security investment and repatriation of investment, is still subject to the
approval of the SAFE. Under China’s existing foreign exchange regulations, SGOCO International’s Chinese primary operating subsidiaries, SGOCO
(Fujian) and Beijing SGOCO, 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. Dollar, Euro and other currencies is affected by, among other things, changes in China’s political and economic
conditions. On July 21, 2005, the PRC government changed its policy of pegging the RMB to the U.S. Dollar. Under the new policy, the RMB is permitted to
fluctuate within a narrow and managed band against a basket of certain foreign currencies.
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. Dollar. 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. Dollar 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. Dollar against the RMB would reduce the U.S. Dollar amount available to us.
Exchange controls that exist in China may limit our ability to use our cash flows effectively.
Most of our revenues and expenses are denominated in Renminbi. 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.
We may fail to meet continued listing requirements on the NASDAQ Capital Market
Risks Relating to Our Shares
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 Company’s warrants are now quoted on the Pink Sheets. As a result, the market for the warrants is sporadic and limited and may not reflect their true
value or any value at all.
- 17 -
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:
1.
2.
3.
4.
5.
6.
7.
8.
9.
actual or anticipated fluctuations in our annual and quarterly operating results and changes or revisions in our expected results;
changes in financial estimates by securities research analysts;
market conditions for LCD/LED products marketing and distribution;
changes in the economic performance or market valuations of companies specializing in LCD/LED product marketing and distribution;
announcements by us and our affiliates or our competitors of new products, acquisitions, strategic relationships, joint ventures or capital
commitments;
addition or departure of our senior management and key research and development personnel;
fluctuations of exchange rates between the Renminbi and the U.S. Dollar;
litigation related to our intellectual property;
changes in investors’ perception toward U.S.-listed Chinese companies;
10.
release or expiry of transfer restrictions on our outstanding ordinary shares; and
11.
sales or perceived potential sales of our ordinary shares.
In addition, the securities market has from time-to-time experienced significant price and volume fluctuations that are not related to the operating
performance of particular companies. These market fluctuations may also have a material adverse effect on the market price of our ordinary shares.
Approximately 54.0% of our ordinary shares are held by one shareholder. This voting control may limit your ability to influence the outcome of matters
requiring shareholder approval, including the election of our directors.
Sun Zone Investments Limited is owned by our Director Mr. Tin Man Or. It currently owns approximately 54.0% of our voting shares. This shareholder can
control substantially all matters requiring approval by our shareholders, including electing directors and the approval of other business transactions. This
concentration of ownership could delay or prevent a change in control of our Company or discourage a potential acquirer from attempting to obtain control of
the Company, which could prevent our shareholders from realizing a premium over the market price for their ordinary shares.
- 18 -
We do not expect to pay dividends, so our shareholders will only benefit from an investment in our shares if such shares appreciate in value.
Currently, we do not expect to pay dividends to our shareholders. The Board of Directors may determine to pay dividends in the future, depending upon
results of operations, financial condition, contractual restrictions, including restrictions in credit agreements, imposed by applicable law, and the laws of
China governing dividend payments, currency conversion and loans, and other factors our Board of Directors deems relevant. Accordingly, realizing a gain on
shareholders’ investments currently depends on whether the price of our shares appreciates in the securities exchange on which our shares trade. There is no
guarantee that our shares will appreciate in value or even maintain the price at which shareholders purchased their shares.
Shares to be potentially issued may have an adverse effect on the market price of our shares.
As of December 31, 2012, we had 17,465,356 ordinary shares and 598,850 warrants outstanding. We issued an option to purchase up to a total of 280,000
units at $10.00 per unit to the underwriters in our IPO, which, if exercised, would result in the issuance of 280,000 shares and 280,000 warrants. As of
December 31, 2012, there are also issued and outstanding warrants to purchase 13,571 ordinary shares at $6.00 per share to the underwriters of our December
2010 offering.
In November 2010, our shareholders approved the adoption of a stock incentive plan that provides for the issuance of stock options, restricted stock or other
awards up to 7% of the fully diluted outstanding shares to the employees, directors and consultants of SGOCO and its subsidiaries.
In addition, we have authorized capital stock under our charter of 50,000,000 ordinary shares and 1,000,000 preferred shares. Subject to any restrictions under
NASDAQ rules, these shares may be issued without shareholder approval.
The sale or even the possibility of sale of the foregoing shares could have an adverse effect on the market price for our securities or on our ability to obtain
future public financing. Upon the issuance of the additional shares, you would probably experience dilution to your holdings.
Due to the lack of unrestricted ordinary shares available to be sold, liquidity for our ordinary shares is limited.
As of December 31, 2012 we had approximately 17,465,356 ordinary shares outstanding. Of these shares, approximately 2.2 million ordinary shares are held
by persons not 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 three 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.
- 19 -
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:
1.
2.
to recognize or enforce against us judgments of courts of the U.S. based on civil liability provisions of U.S. securities laws; and
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.
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.
- 20 -
ITEM 4. INFORMATION ON THE COMPANY
A. History and Development of the Company.
Historical Structure and Acquisition of Honesty Group
SGOCO Group, Ltd. was organized under Cayman Islands’ laws on July 18, 2007. It was previously named SGOCO Technology, Ltd. and prior to the
Acquisition was named Hambrecht Asia Acquisition Corp. The Company was formed as a blank check company to acquire one or more operating businesses
in the PRC through a merger, stock exchange, asset acquisition or similar business combination or control through contractual agreements. The Company
completed its initial public offering (“IPO”) of units consisting of one ordinary share and one warrant to purchase one ordinary share on March 12, 2008.
Pursuant to our charter documents, we were required to enter into a business combination transaction to acquire control of a business with its primary
operation in the PRC with a fair market value of at least 80% of the trust account established at the time of our IPO, or the Trust Account, (excluding certain
deferred underwriting commissions) prior to March 12, 2010, or dissolve and liquidate. The approval of the business combination transaction required the
approval of a majority of the outstanding shares. It was conditioned on, among other matters, not more than 30% of the outstanding shares being properly
tendered for redemption under our charter documents. Each ordinary share issued in our IPO was entitled to be redeemed if it was voted against the business
combination transaction at a price equal to the amount in the Trust Account divided by the number of shares issued in the IPO outstanding at the time,
estimated to be approximately $8.0 million as of February 17, 2010.
On March 12, 2010, we acquired all of the outstanding shares of Honesty Group (the “Acquisition”). In addition, at the meeting to approve the acquisition,
the Holders of our outstanding warrants approved an amendment to the warrant agreement under which the warrants were issued to increase the exercise price
per share of the warrants from $5.00 to $8.00. The Amendment also extended by one year the exercise period, or until March 7, 2014, and provided for
redeeming the publicly-held warrants, at the Holder‘s option, for $0.50 per warrant when the Acquisition closes. We may redeem the warrants at a price of
$0.01 per warrant upon a minimum of 30 days’ prior written notice of redemption, if the last sale price of our ordinary shares equals or exceeds $11.50 per
share (subject to adjustment for splits, dividends, recapitalization and other similar events) for any 20 trading days within a 30-trading day period ending three
business days before we send the notice of redemption.
The Acquisition resulted in issuing
1.
2.
8,500,000 ordinary shares to the former shareholders of Honesty Group; and
5,800,000 additional ordinary shares to the former shareholders of Honesty Group to be held in escrow and released if the following milestones
were met by the combined Company:
(a)
(b)
If “Income from Existing Operations” for the year ended December 31, 2010 exceeded $15,000,000 (the “First Earn-Out Milestone”), the
escrow agent would release 5,000,000 shares to the former shareholders of Honesty Group. The First Earn-Out Milestone was met during the
year ended December 31, 2010. The shares were not released in 2011 but were released in 2012 to the former shareholders of Honesty
Group; and
If “Income from Existing Operations” for the year ended December 31, 2011 exceeded $20,000,000 (the “Second Earn-Out Milestone”), the
escrow agent would release the remaining 800,000 shares to the former shareholders of Honesty Group. Those 800,000 shares were released
in 2012.
In addition, 766,823 shares held by the original shareholders of the Company were placed in escrow pending satisfaction of certain conditions.
- 21 -
Those conditions included our reaching the earn-out milestones discussed above, as well as:
1. 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;
2.
3.
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
providing the opportunity for us to raise an additional $15 million in equity, subject to meeting certain prescribed pricing criteria.
Connected with the issuing of the 5,800,000 escrowed shares and the 766,823 escrowed shares, we, the original shareholders of the Company, and the
Honesty Shareholders entered into an escrow agreement with Grand Pacific Investment Limited as escrow agent. Pursuant to that escrow agreement, the
escrow agent agreed to hold the foregoing shares pending satisfaction of certain conditions within the applicable time periods. If the conditions were not met,
some or all of the foregoing shares, would have been cancelled and returned to the status of authorized and unissued ordinary shares.
As stated above, the First and Second Earn-Out Milestones were met during the years ended December 31, 2011 and 2010 and a total of 5,800,000 shares
were released to the former shareholders of Honesty Group.
In addition, of the 766,823 escrowed shares, 340,810 and 20,517 shares were earned in 2010 and 2011, respectively, but are not currently eligible to be
released. The last measurement date to determine whether the conditions were met for the release of the 766,823 escrowed shares was December 31, 2011.
However, on April 17, 2012, the escrow agreement was amended to provide additional time for the conditions to be met. Pursuant to the amendment. Holders
of the escrowed shares had until December 31, 2012 to meet the conditions for release. The escrow share agreement was further extended to December 31,
2013. As of the date of this Annual Report, the conditions have not yet been met.
We entered into various forward-purchase agreements with various hedge funds and other institutions for us to repurchase a total of 2,147,493 shares for an
aggregate purchase price of $17,285,811 immediately after the closing of the Acquisition. After paying various fees and expenses, the redemption prices of
shares and warrants and the forward-purchase contracts, the balance of approximately $5.4 million in the Trust Account was released to us when the
Acquisition of Honesty Group was closed. After the closing of the Acquisition and the settlement of related transactions, we had outstanding 16,094,756
ordinary shares, of which 859,668 shares were initially issued in our IPO, and warrants to purchase 1,816,027 shares at a price of $8.00 per share, of which
1,566,027 were initially issued in our IPO.
After the Acquisition closed, Honesty Group became a wholly-owned subsidiary of SGOCO. Honesty Group is a limited liability company registered in Hong
Kong on September 13, 2005. Honesty Group owns 100% of Guanke Electron Technological Industry Co., Ltd. (“Guanke”), Guanwei Electron Technological
Industry Co., Ltd. (“Guanwei”) and Guancheng Electron Technological Industry 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.
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 and TV product-related sales and distribution. As of the date of this Annual Report,
Beijing SGOCO has started operations as a cost center but has not yet commenced any sales transactions.
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Sale of Honesty Group
On November 15, 2011, we entered into a Sale and Purchase Agreement (“SPA”) to sell our 100% ownership interest in Honesty Group to Apex (“Apex”), a
British Virgin Islands company, for $76 million in total consideration in the Sale of Honesty Group. Honesty Group directly owns 100% of Guanke, Guanwei
and Guancheng. The agreement was signed by both the Seller and the Purchaser; shareholder ownership was transferred; and the director of Honesty Group
was changed the same day. The Company’s management considers November 30, 2011 as the disposal effective date. Operational and management control
over Honesty Group was shifted from SGOCO to Apex on November 30, 2011.
A Disposal Memo was signed by SGOCO Group, Ltd., SGOCO International (HK) Limited, Apex, and Honesty Group Holdings Limited on March 19, 2012.
The reason was to confirm in writing that operational and management control was shifted (i.e., the disposal effective date of the Sale of Honesty Group) on
November 30, 2011, and to confirm certain other details of the Sale of Honesty Group.
Per the SPA, the $76 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:
- cash of $1 million was received before December 31, 2011;
- cash of $19 million was received after December 31, 2011;
- purchase deposits paid to Honesty Group of $1 million and payables to Honesty Group of $10 million at the time of disposal were offset;
- goods of $9 million were received before December 31, 2011; and
- goods of $38 million were received after December 31, 2011.
Pursuant to the SPA, Apex assumed our obligations to pay up the remaining capital of $8.8 million in Guanwei and to pay the remaining balance of
approximately $14 million of the commitment to the Fujian Jinjiang government to invest in the Guanke Technology Park. In addition, the SPA required that
for three years from the date of sale, Honesty Group must continue to provide SGOCO with products and services in the same or substantially similar manner
as it did immediately prior to the completion of the transaction unless otherwise directed by SGOCO. The SPA also provided SGOCO with a right of first
refusal for a period of five years from the date of sale to purchase from Apex any material rights or interests in Honesty Group’s shares or assets before Apex
offered to transfer such rights or interests to a third party.
Connected with the Sale of Honesty Group, Honesty Group transferred to SGOCO certain contracts and assets that are related to design and distribution of
SGOCO’s products, including R&D equipment, sales contracts with customers, contracts with retail sales sources, and trademarks and pending trademark
applications.
The Sale of Honesty Group allowed SGOCO to transition to a “light-asset” business model with greater flexibility and scalability and focus its operations on
designing, branding, marketing and distributing LCD/LED products in China. Through the transaction, the Company retained part of its customers, brand
names, and the nationwide distribution network while substantially reducing its interest bearing liabilities.
Mr. Tin Man Or owns 100% of Sun Zone Investments Limited. As of the date of this Annual Report, Sun Zone owned approximately 54% of the outstanding
ordinary shares of SGOCO. Ms. Shuk Yu Wong is the spouse of Mr. Tin Man Or. Mr. Burnette Or and Ms. Ming Suen Jorine Or are the son and daughter of
Mr. Tin Man Or, respectively. Mr. Burnette Or and Mr. Tin Man Or are also directors of SGOCO Group and Sun Zone Investments Limited.
Prior to the Sale of Honesty Group, including its manufacturing assets, to Apex, Apex was an independent third party. It had no relationships with any of
SGOCO’s board members or management (including Chairman and Chief Executive Officer (“CEO”) Mr. Burnette Or, Chief Financial Officer (“CFO”), Mr.
David Xu, and Director Mr. Tin Man Or); Ms. Shuk Yu Wong; and Ms. Ming Suen Jorine Or. In addition, Apex had no relationship with Sun Zone
Investments Limited.
Warrant Repurchase
To reduce the potential for future EPS dilution, in 2011, the Company repurchased and retired a total of 1,217,177 warrants that had a strike price of $8.00.
Those warrants included 967,177 publicly-traded warrants for an aggregate purchase price of $360,610 (or $0.37 per warrant), and 250,000 sponsor warrants
for an aggregate purchase price of $125,000 (or $0.50 per warrant), in private transactions. All of the terms of the remaining approximately 0.6 million
publicly-traded warrants remain unchanged. There were no outstanding sponsor warrants as of December 31, 2011 and 2012.
Additionally, the Company, in private transactions, repurchased and retired a total of 53,096 of the warrants that had a strike price of $6.00 issued to its
underwriters in the December 2010 offering for an aggregate purchase price of $26,548 (or $0.50 per warrant). All of the terms of the remaining 13,571
warrants issued to its underwriters in the December 2010 offering remain unchanged.
Through the repurchase and retirement of these warrants, the Company decreased the long-term risks of dilution that may occur if these warrants were
exercised.
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SGOCO’s Offices
SGOCO’s principal executive office is located at Beijing Silver Tower, Room 1817, 2 Dongsanhuan North Road, Chaoyang District, Beijing, China 100027.
Under our Amended and Restated Memorandum and Articles of Association, our Registered Office is at the offices of Codan Trust Company (Cayman)
Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands, telephone: (345) 949 1040, or at such other place as the
directors may from time-to-time decide. Our agent for service of process in the U.S. is Corporation Service Company, 2711 Centerville Road, Suite 400,
Wilmington, DE 19808.
B. Business overview.
Our Business
As of December 31, 2012, our primary business operations were conducted through SGOCO International and its wholly-owned PRC subsidiary, SGOCO
(Fujian). Our main focus is developing our own brands and quality products for sale to the Chinese flat-panel display market in Tier 3 and Tier 4 cities.
Currently, LCD/LED monitors form the core of our product portfolio. Our mission is to offer our consumers high quality LCD/LED products under brands
that we control and license such as “SGOCO,” “POVIZON,”“TCL,” and “Founder.”
We are also developing and selling a number of application-specific products (ASPs) customized for various niche markets and targeted primarily at
institutional customers. The majority of our product sales are made to large, well-established, electronics distributors and trading companies, which then sell
our products through their own sales channels. As part of our brand building strategy, commencing from the beginning of 2009, we also sell to certain
distributors under our SGOCO Image program.
We do not sell our products directly to retailers. But, by providing signage, marketing materials and sales support to the distributors and their retailers under
the SGOCO Image program, we raise the profile of our products and the awareness of our brands at the retail level. Selling to these distributors helps us to
diversify our customer base. Additionally, selling directly to distributors which then sell directly to retailers can reduce the layers in the distribution chain
potentially leading to greater margins for us, the distributors, or the retailers.
Following the Sale of Honesty Group, we operate on a “light-asset” business model which is marketing-driven with multiple brands all under the SGOCO
Image program. Our business model consists of the following three key elements:
1.
2.
3.
an actively-managed portfolio of brands that have strong local appeal;
a world-class quality, design engineering, and product development capability; and
a “light-asset” model that provides the flexibility to source from low-cost suppliers meeting our high quality standards.
We have integrated these three elements through a distinct distribution channel in the form of a national network of distributors and retail sales sources
operating under the “SGOCO Image” name. Consequently, we believe we are able to leverage opportunities across the entire value chain and create a
competitive advantage for SGOCO.
Our Industry
China’s Economy
Large, Fast Growing Chinese Economy. China is the world’s most populous country. It had a population of 1.4 billion as of the end of 2012 according to the
Census Bureau of China. China’s National Bureau of Statistics reports that gross domestic product, or GDP, grew from $1.3 trillion in 2001 to $7.8 trillion in
2012, representing a compound annual growth rate, or CAGR, of 17.7%.
Increasing Consumption. China has recently overtaken Japan to become the world’s second largest economy behind the U.S. Despite average saving rates of
one-third of individual income, a joint report from the American Chamber of Commerce and Booz & Co. predict that China is likely to become the second-
largest consumer market in the world by 2015 trailing only the U.S.
According to a June 2012 report released by IDC, China’s consumers who own terminal products are expected to exceed 150 million by 2015, China’s PC
shipment should continue to grow at a double-digit rate until 2016. Lower tier cities are driving China’s PC market growth.
Urbanization Trend. China has witnessed a growing trend toward urbanization in the past decade. According to the China Statistical Yearbook, the urban
population was 711.8 million, representing 52.6% of the overall population in China as of December 31, 2012 compared to approximately 20% in the early
1980s. China’s urbanization strategy will be further enhanced as a state policy to increase internal demand and consumption.
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Global LCD/LED Industry
The sovereign debt crisis in Europe has slowed demand. The U.S. has continued to recover modestly. The growth momentum in emerging economies was less
than expected due to reduced demand for exports, and disappointing domestic consumption as consumers restrained their spending in an uncertain
environment. As a result, the demand for PC monitors and LCD TVs was sluggish in 2012.
Sales of computer monitors are often correlated with the sale of personal computers. International Data Corporation (IDC) reported that global PC shipment
grew slightly from 364 million units in 2011 to 367 million units in 2012. But, IDC expected that global PC shipments from 2013 to 2016 would rise by an
average of 7.1%, with emerging markets forming the bulwark of the market and sustaining single-digit growth for portable PCs during the years.
According to DisplaySearch research, total global TV shipments fell over 6% from 249 million units in 2011 to 233 million units in 2012. North America
shipments were essentially flat in comparison to 2011, and shipments to both Japan and Western Europe fell sharply in 2012.
China’s LCD/LED Industry
China is now the world’s largest market for PCs and one of the fastest growing markets for TV shipments.
According to the IHS iSuppli China Research Service (NYSE: IHS), China accounts for 22% of global PC demand contributing
more than 90% of total production in the worldwide PC market, representing not only the vast majority of global production, but also a major source
of demand. Shipment volume of personal computers (PC) in the Chinese market reached 79.9 million units in 2012, up 8% compared with 73.9 million units
in 2011.
According to DisplaySearch research, China remains the world’s largest market for TV shipments with demand rising 6% to nearly 52 million units in 2012.
Chinese TV brands also experienced strong growth in 2012 due to strong domestic growth and overseas expansions. Chinese TV brands accounted for more
than 20% of global flat panel TV revenues.
We believe the demand for PCs and LCD/LED monitors in China will grow due to increasing popularity of the Internet. According to a governmental report
released by the China Internet Network Information Center (CNNIC), as of December 2012, the population of China’s internet users climbed to 564 million,
51 million more than the end of 2011. The internet penetration rate in China has reached 42.1%, an increase of 3.8% from 2011.
The Chinese Ministry of Industry and Information Technology estimated that China's Internet population will reach roughly 800 million users by 2015.
Mobile Internet access is expected to further drive internet penetration in order to reach this goal. Mobile internet users in China reached 420 million, an
annual growth rate of 18.1% in 2012.
SGOCO Products
We offer LCD/LED products with a full set of features designed to appeal to a wide range of retail and commercial customers. Our current product lines on
sale include:
1. LCD/LED monitors with screen sizes up to 27 inches;
2. LCD/LED TVs with screen sizes up to 55 inches;
3. 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. Application-specific multimedia systems and services composed of display products and TVs with software control systems for sale to
commercial customers with the potential for recurring revenues.
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Our engineers are also developing LCD/LED systems solutions for industry clients, such as educational institutions, government departments and corporate
offices. These are customized hardware and software solutions for turnkey delivery to industry clients.
Our products including custom systems are subject to statutory warranty obligations. Generally, these requirements obligate our outsourced manufacturers to
a one-year repair or replace obligation. If the product cannot be repaired after two attempts during the one-year warranty period, the manufacturers or
suppliers must offer the end customer a replacement.
In addition, the display panel manufacturers offer us a one-year warranty. Although our warranty obligations to our customers for the display panels are
essentially borne by our manufacturers, the product failures could increase the warranty costs of our display panel manufacturers who may then transfer their
costs to us and ultimately to the end-customers.
Research and Development
SGOCO has its own research and development capabilities with its in-house R&D team. In a rapidly changing market such as LCD/LED displays, the
Company believes the ability to design products with the latest technical features is important to its competitive success. Introducing new features for which
customers are willing to pay a premium price is an important part of the Company’s strategy regarding its product mix. SGOCO believes its research and
development capabilities are an important advantage as it looks to expand into the higher-margin, customized application-specific product market.
Because of our internal product development, we have developed a focused and compact line of high-quality LCD/LED products. We focus our research and
development on appearance, design, utility, and major components such as mother-boards and high voltage switchboards.
To achieve a more cost efficient R&D process, we currently also outsource certain non-core R&D projects.
Marketing and Distribution
We have five primary brands that we own and license. These brands are:
1.
2.
3.
4.
5.
SGOCO, our flagship brand;
POVIZON;
No. 10;
TCL, a licensed brand for monitors that are sold through our own distribution channels; and
Founder, a licensed brand for TVs that are sold through our own distribution channels.
For the year ended December 31, 2012, sales of our own-brand products represented 70.6% of total sales. Following the adoption of our “light-asset” business
model, the percentage of our own-brand sales should increase as OEM sales are de-emphasized with OEM brands such as AOC and Great Wall likely to be
phased out over the next one or two years.
The Chinese retail computer market is still dominated by small, do-it-yourself (DIY) or custom-made PC retailers operating out of small stores or kiosks in
large “Computer City” malls. To penetrate this market, we concentrated our own-brand sales through large, financially strong, electronics distributors. We
believe these distributors are the best way to profitably reach the fragmented Chinese market. The distributors have the geographical customer coverage,
logistical support facilities and effective credit controls necessary to properly service this market. While large consumer electronics retail chains exist in
China, these chains have only recently begun to penetrate China’s large Tier 3 and Tier 4 cities. Moreover, sales to China’s large retail chains often have low
margins and long payment terms.
As part of our brand-building strategy, we sell to distributors under our SGOCO Image program rather than selling directly to retailers. By providing signage,
marketing materials and sales support to distributors and their retailers, we raise the profile of our products and the awareness of our brands at the retail level.
Selling to these distributors helps us to diversify our customer base. Additionally, selling directly to distributors who then sell directly to retailers can reduce
the layers in the distribution chain. That potentially leads to greater margins for us, the distributors, or the retailers.
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Our key target markets are China’s rapidly growing Tier 3 and Tier 4 cities. China classifies its cities based upon population size, income and GDP. While
Tier 1 cities include metropolitan cities like Beijing, Shanghai, Guangzhou and Shenzhen, we believe the market opportunities and sales growth potential in
Tier 3 and Tier 4 cities are significant. We believe most of our competitors in Tier 3 and Tier 4 cities are relatively unsophisticated “ shanzhai ” or “knock-
off” manufacturers offering generic brands that lack the international quality standard and significant set of features of SGOCO products.
International brands in China’s Tier 3 and Tier 4 cities typically have a more layered distribution chain that results in less attractive pricing or margins for end
distributors and retailers. Moreover, customers in Tier 3 and Tier 4 cities are less brand conscious and more value oriented.
Our goal is to establish a dominant market position in selected Tier 3 and Tier 4 cities. As such, we have focused our marketing and sales efforts on those
portions of the Chinese market and plan to grow our international presence in the future.
Competition
The LCD/LED industry has evolved through rapid innovation and evolved over the last decade to enable the commercialization of LCD/LED products.
We compete in this increasingly dynamic and demanding market along with international players and numerous Chinese LCD/LED products companies.
Many of those companies are panel makers, equipment vendors, application developers, and product distributors. Companies that directly compete with us
would be system integrators that have their own distribution channels and focus on providing quality branded products.
Most Chinese companies such as the largest LCD/LED display company, TPV Technology Ltd. with its flagship brand AOC, are more focused on producing
high-volume OEM products. Those products have lower margins, higher fixed costs and are more vulnerable to fluctuations in key-material cost changes.
Our current major competitors include but are not limited to AOC, Samsung, Apple, Phillips, Great Wall, LG, HKC, Viewsonic, and BenQ.
Intellectual Property
Prior to the Sale of Honesty Group, Guanke submitted applications to transfer three trademarks to SGOCO International: “SGOCO”, “Shangwei” (Chinese
name for SGOCO) and “POVIZON;” and Guanwei submitted an application to transfer one trademark
to SGOCO International.
The State Trademark Bureau examined and approved the “SGOCO” trademark transfer on July 31, 2012 and the remaining trademark transfers were
approved on May 20, 2012.
As of March 1, 2013, SGOCO owns the following trademarks: “SGOCO”, “Shangwei” (Chinese name for SGOCO),
and “POVIZON”
There are no legal disputes pending or threatened against us for any claimed intellectual property infringement as of the date of this Annual Report.
Brand-Usage Agreement
In June 2010, we entered into a three-year brand usage agreement with TCL Business System Technology (Huizhou) Co. Ltd., a Chinese television
manufacturer and distributor, pursuant to which the Company will design and sell TCL branded LCD/LED monitors from July 1, 2010 to June 30, 2013.
There are no minimum purchase requirements in the agreement.
On April 1, 2012, we contracted with TCL Business System Technology (Huizhou) Co. Ltd. to be the exclusive distributor in China for TCL brand display
products. This agreement effectively replaces the June 2010 agreement signed with TCL Business System Technology (Huizhou) Co. Ltd. The agreement will
expire on April 1, 2015. TCL may terminate the contract if the Company fails to meet the sales targets as stated in the agreement. Brand licensing fees are to
be paid to TCL based on sales. The Company was unable to meet the sales target for 2012 but TCL continued with the agreement.
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On January 1, 2012, a sales and branding licensing agreement was signed between SGOCO (Fujian) and Shanghai Beida Founder Technology Computer
Systems Co. Ltd. Shenzhen Branch. This agreement provided SGOCO the exclusive sales and distribution rights for Founder brand televisions in China for
one year. There is no minimum sales target and the licensing fees will be paid to Founder based on sales. The Company did not generate any sales under this
agreement in 2012. The agreement expired by year end of 2012. SGOCO uses its own trademark “SGOCO” for its televisions in China since then.
C. Regulation.
Chinese government subsidies
After the Sale of Honesty Group in November 2011, SGOCO was not eligible for further government grants and did not receive any government subsidiaries.
As a subsidiary of the Company prior to the Sale of Honesty Group, Guanke was granted subsidies by the Municipal Government of Jinjiang City due to its
operation in the high and new technology business sector. For the years ended December 31, 2011, and 2010, the Company received grants of $1.0 million
(RMB 6.3 million) and $1.2 million (RMB 7.9 million), respectively, from the PRC municipal government through Guanke. The grants were based on a
research and development agreement between the Science & Technology Bureau of Jinjiang City and Guanke. Pursuant to the agreement, Guanke must use
the grant for research and development of certain technologies applicable to LCD/LED products. The governmental agency has reviewed and accepted those
technologies, and confirmed Guanke’s due performance of the agreement and proper use of the grant. The work-out technologies will be deemed as state-
owned assets. However, Guanke has the right to use and operate them.
Fujian Province, in which Guanke is located, has been supportive of LCD/LED related industries by granting public financial grants to companies,
universities, and academies. From 1991 to 2008, the Fujian provincial government approved 12 such grants to the LCD/LED monitor related industry, and
eight of those grants have gone to companies.
Environmental
After the Sale of Honesty Group, SGOCO was not subject to environmental impact evaluation by the local Environmental Protection Bureau.
As a subsidiary of the Company prior to the Sale of Honesty Group, Guanke obtained approval on September 25, 2009 from Jinjiang Environmental
Protection Bureau on the environmental impact evaluations for its current facilities in Guanke Technology Park. It is valid for four years. The approvals
concluded that
1.
2.
Guanke’s project is consistent with the national industrial policies; and
by proper operation, management, and supervision, the construction and normal operation of the project will not create material negative impact on
the environment.
Guancheng and Guanwei engaged Xiamen New Green Environment Development Co., Ltd. to conduct the construction project environmental impact
evaluations on May 3, 2007, and May 5, 2007, respectively. The evaluation reports were approved by Jinjiang Environment Protection Bureau on June 20,
2007. The approval concluded that the construction and operations in Guanke Technology Park were acceptable from an environmental protection
perspective.
Foreign Exchange Control and Administration
Foreign exchange in China is primarily regulated by the Foreign Currency Administration Rules (1996) and the Administration Rules of the Settlement, Sale
and Payment of Foreign Exchange (1996).
Under the Foreign Currency Administration Rules, the Renminbi is convertible for current account items, including distributing dividends, making interest
payments, and engaging in trade and service-related foreign exchange transactions. Conversion of Renminbi into foreign currency for capital account items,
such as direct investment, loans, investment in securities and repatriation of funds, however, is still subject to SAFE’s approval. Under the Administration
Rules, foreign-invested enterprises may only buy, sell and remit foreign currencies at banks authorized to conduct foreign exchange transactions after
providing valid commercial documents and, in the case of capital account item transactions, only after obtaining approval from SAFE.
Under the Foreign Currency Administration Rules, foreign invested enterprises must complete the foreign exchange registration and obtain the registration
certificate. SGOCO (Fujian) and Beijing SGOCO have complied with these requirements. The profit repatriated to us from SGOCO (Fujian) and Beijing
SGOCO, however, are not subject to the approval of the foreign exchange authority, because it is a current account item transaction.
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The value of the Renminbi against the U.S. Dollar and other currencies may fluctuate and is affected by, among other things, changes in China’s political and
economic conditions. Historically, the conversion of Renminbi 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 Renminbi to the U.S. Dollar. Under the new policy, the
Renminbi 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 Renminbi’s value against the U.S. Dollar.
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 officer and director of SGOCO International is Mr. Burnette Or.
(2) SGOCO (Fujian) is one of SGOCO’s operational subsidiaries in the PRC. The officer is Mr. Burnette Or. The legal representative of SGOCO (Fujian) is
Mr. Hong Cheng.
(3) Beijing SGOCO is one of SGOCO’s operational subsidiaries in the PRC. The officer of Beijing SGOCO is Mr. Burnette Or. The
legal representative of Beijing SGOCO is Mr. Qinghong Deng; and
(4) SGO is SGOCO’s operational subsidiary in the U.S. The officers and directors of SGO are Ms. Weiwei Shangguan and Mr. Burnette Or.
- 29 -
E. Property, plant and equipment.
After the Sale of Honesty Group in November 2011, SGOCO has no production facility but owns equipment used for research and development. It also owns
vehicles and office equipment. Its principal office is located in Beijing. Its operating company is located in Hong Kong and Jinjiang, Fujian Province, China.
Until November 15, 2011, our principal manufacturing operations and headquarters were located at Guanke Technology Park, Jinjiang City, Fujian Province,
China. Guanke Technology Park has a total area of over 242,811 square meters (approximately 60 acres), strategically located in Jinjiang’s new city center, 10
km from the Jinjiang airport.
On November 15, 2011, we entered into a Sale and Purchase Agreement (“SPA”) to sell our 100% ownership interest in Honesty Group to Apex for $76
million in total consideration including the land, the manufacturing facility and majority of equipment. The SPA required that, for three years from the date of
Sale of Honesty Group, it must continue to provide SGOCO with products and services in the same or substantially similar manner as it did immediately prior
to completing the transaction unless otherwise directed by SGOCO. The SPA also provided SGOCO with a right of first refusal for a period of five years from
the date of sale to purchase from Apex any material rights or interests in Honesty Group’s shares or assets before Apex offers to transfer such rights or
interests to a third party.
ITEM 4A. UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
A. Operating results.
The following discussion should be read in conjunction with the audited consolidated financial statements and related notes which appear elsewhere in this
Annual Report. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those
anticipated in these forward-looking statements as a result of various factors, including those discussed elsewhere in this Annual Report, including those set
forth under “Item 3. Key Information — D. Risk Factors.”
Our financial statements are prepared in U.S. $ and according to accounting principles generally accepted in the U.S. See “Foreign Exchange Risk” below for
information concerning the exchanges rates at which RMB were translated into U.S. Dollar at various pertinent dates and for pertinent periods.
Overview
We are a Cayman Islands company that is focused on developing our own-brands and distributing our branded products in the Chinese flat-panel display
market. Our main products are LCD/LED monitors, TVs, and other application-specific products.
As of December 31, 2012, our primary business operations were conducted through SGOCO International, and its wholly owned PRC subsidiary, SGOCO
(Fujian). Our main focus is on developing branded LCD/LED products for sale to the Chinese flat-panel display market.
Currently, LCD/LED monitors form the core of our product portfolio. Our mission is to offer high quality LCD/LED products under brands that we control
and license such as “SGOCO,” “No. 10,” “POVIZON,”“TCL,” and “Founder” to consumers residing in China’s Tier 3 and Tier 4 cities.
We are also developing and selling a number of application-specific display products (ASPs) customized for various niche markets and targeted primarily at
institutional customers.
Currently, the majority of our product sales are made to large, well-established, electronics distributors and trading companies, which then sell our products
through their own sales channels.
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As part of our brand-building strategy, commencing from the beginning of 2009, we also sell to distributors under our SGOCO Image program.
We do not sell our products directly to retailers. But, by providing signage, marketing materials and sales support to distributors and their retailers under the
SGOCO Image program, we raise the profile of our products and the awareness of our brands at the retail level. Selling to these distributors helps us to
diversify our customer base. Additionally, selling directly to distributors who then sell directly to retailers can reduce the layers in the distribution chain
potentially leading to greater margins for us, the distributors, or the retailers.
Following the Sale of Honesty Group, we operate on a “light-asset” business model, which is marketing-driven with multiple brands. Our business model
consists of the following three key elements:
1.
2.
3.
an actively-managed portfolio of brands that have strong, local appeal;
a world-class quality, design engineering, and product development capability that supports our distribution channels and brand portfolio; and
a “light-asset” model that provides the flexibility to source from low-cost suppliers that meet our high quality standards.
By integrating these three elements and combining them with our SGOCO Image program, we are able to leverage opportunities across the entire value chain
and create a competitive advantage for SGOCO.
In evaluating our financial condition and results of operations, attention should be drawn to the following areas:
1.
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 million in total consideration. The Agreement was signed by both the Seller and the Purchaser; shareholder ownership was transferred; and
the director of Honesty Group was changed the same day.
The Company’s management considers November 30, 2011 as the disposal effective date. Operational and management control over Honesty Group
was shifted from SGOCO to Apex on November 30, 2011.
A Disposal Memo was signed by SGOCO Group, Ltd., SGOCO International (HK) Limited, Apex, and Honesty Group Holdings Limited on March
19, 2012. The reason was to confirm in writing that operational and management control was shifted (i.e., the disposal effective date of the Sale of
Honesty Group) on November 30, 2011, and to confirm certain other details of the Sale of Honesty Group.
The consideration was paid in installments and was paid in full in May 2012.
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Mr. Tin Man Or owns 100% of Sun Zone Investments Limited. As of the date of this Annual Report, Sun Zone owned approximately 54% of the
outstanding ordinary shares of SGOCO. Ms. Shuk Yu Wong is the spouse of Mr. Tin Man Or. Mr. Burnette Or and Ms. Ming Suen Jorine Or are the
son and daughter of Mr. Tin Man Or, respectively. Mr. Burnette Or and Mr. Tin Man Or are also directors of our company and Sun Zone
Investments Limited.
Prior to the Sale of Honesty Group, including its manufacturing assets, to Apex, Apex was an independent third party. It had no relationships with
any of SGOCO’s Board members or management (including Chairman and Chief Executive Officer (“CEO”) Mr. Burnette Or, Chief Financial
Officer (“CFO”), Mr. David Xu, and Director Mr. Tin Man Or); Ms. Shuk Yu Wong; and Ms. Ming Suen Jorine Or. In addition, Apex had no
relationship with Sun Zone Investments Limited.
Honesty Group and its subsidiaries represented our core manufacturing facility along with land, buildings and production equipment. The Sale of
Honesty Group allowed us to transition to a “light-asset” business model with greater flexibility and scalability. This model allows us to focus our
operations on designing, branding, marketing and distributing LCD/LED products in China. Following the Sale of Honesty Group, the Company
outsourced its manufacturing operations to Honesty Group.
The decision to outsource will not eliminate the related operations and cash flows from the ongoing operations of the Company. The operations of
Honesty Group are reflected in our 2011 financial statements through November 30, 2011, the completion date of the Sale of Honesty Group
pursuant to a disposal memo signed in the middle of March, 2012. As a result, past performance may not be indicative of future performance;
2.
3.
Limited operating history. We have a limited operating history, and our future prospects are subject to risks and uncertainties beyond our control.
Honesty Group commenced its business in 2005 and expanded its operations in recent years. In addition, we changed our strategic marketing,
distribution, and business model in recent years; and
Currency Conversions. Our former PRC subsidiaries, Guanke, Guanwei and Guancheng maintained, and our current PRC subsidiaries,
SGOCO(Fujian) and Beijing SGOCO, maintain their books and records in Renminbi, 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.
The balance sheet amounts with the exception of equity were translated using RMB6.29 and RMB6.30 to $1.00 at December 31, 2012 and 2011, 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, 2012, 2011, and 2010 were RMB6.31, RMB6.46, and RMB6.76 to $1.00, respectively.
Critical Accounting Estimates
Our management’s discussion and analysis of our financial condition and results of operations are based on our audited consolidated financial statements
included with this Annual Report which have been prepared in accordance with accounting principles generally accepted in the United States of America, or
U.S. GAAP. Preparing financial statements in accordance with U.S. GAAP requires that our management make estimates and assumptions affecting:
1.
2.
3.
the reported amounts of assets and liabilities, including the recoverability of tangible and intangible assets;
disclosure of contingent assets and liabilities as of the date of the financial statements; and
the reported amounts of expenses during the periods covered.
A summary of accounting policies that have been applied to the historical financial statements can be found in the Notes to the Consolidated Financial
Statements.
Our management evaluates our estimates on an on-going basis. The most significant estimates relate to collectability of receivables and the fair value and
accounting treatment of financial instruments. We based our estimates on our historical and industry experience and on various other assumptions that we
believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources. Actual results may differ materially from those estimates.
The following is a brief discussion of these critical accounting policies and methods, and the judgments and estimates used by us in their application:
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Accounts receivable and other receivables
Our management reviews the composition of receivables and analyzes historical bad debts, customer concentration, customer credit worthiness, current
economic trends and changes in customer payment patterns to determine if the allowance for doubtful accounts is adequate. An estimate for doubtful accounts
is made when collection of the full amount is no longer probable. Delinquent account balances are written-off after management has determined that the
likelihood of collection is not probable. In addition, known bad debts are written off against allowance for doubtful accounts when identified.
While we loosen credit terms for customers that have had long-term relationships with us, we also perform credit checks on new customers to determine their
financial strength. Further, as a part of the allowance assessment process, our management reviews payment history.
The aforementioned procedures all rely on historical performance. However, historical results are not indicative of future collection performance, which may
expose us to adjustments with a material impact on our financial performance.
Certain of our accounts receivable are sold with recourse to banks in Hong Kong. The sales of these receivables have been accounted for as short-term loans,
as we have not met the criteria for sale treatment in accordance with Accounting Standards Codification (ASC) 860-30, Transfers and Servicing - Secured
Borrowing and Collateral. The principal amount of the accounts receivable sold with recourse is included in both accounts receivable, net and short-term loan
until the underlying obligations are ultimately satisfied through payment by the customers to the banks. As of December 31, 2012 and 2011, the principal
amount of such factored receivable included in accounts receivable, net and short-term loan in the accompanying consolidated balance sheets totaled
$6.2 million and nil, respectively.
Fair value of financial instruments
We generally do not use derivative financial instruments to hedge exposures to cash-flow risks or market-risks. However, certain financial instruments, such
as warrants, which are denominated in U.S. Dollars, a currency other than RMB, our functional currency and therefore not considered as indexed to our own
stock, are classified as derivative liabilities. Determining the fair value of derivative financial instruments involves judgment and the use of certain relevant
assumptions including, but not limited to, interest-rate risk, credit risk, and equivalent volatility. The use of different assumptions could have a material effect
on the estimated fair values.
Share-based compensation
We account for equity instruments issued in exchange for the receipt of goods or services from directors and 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.
Equity instruments (i.e., the stock shares) were granted to employees on January 1, 2012 as one-time bonuses for the Company’s successful up-listing on the
NASDAQ Global Market. Costs are measured at the fair value of the equity instruments granted at or close to the grant date.
Analysis of Results of Operations
Comparison of Fiscal Years Ended December 31, 2012 and 2011
Revenue
Our sales were $166.7 million for the year ended December 31, 2012, which decreased by $146.4 million, or 46.8% from $313.1 million in the year ended
December 31, 2011. The decrease in sales revenue was primarily attributable to changed client mix, reduced sales volumes, and decreased average selling
price of our display products due to increased competition in China’s general display market.
Sales revenue from our top ten customers was approximately $117.9 million, or 70.7% of the total sales for the year ended December 31, 2012,
which compared with $222.3 million, or 71% of total sales generated from our top-ten customers for the year ended December 31, 2011. The top three
customers for the year ended December 31, 2012 accounted for 37% of total sales in 2012. The top three customers in 2012 were also in the top-ten-customer
list for the fiscal year of 2011. We concentrate our sales efforts in the 3rd and 4th tier cities to large local distributors that include state-owned enterprises,
listed companies, and overseas trading companies. We choose our distributors based on selection criteria, which includes their local presence, distribution
channels, working capital conditions, and the feasibility of building long-term relationships with the ones with which we are able to negotiate the most
favorable terms.
The percentage of revenues from SGOCO brand, non-SGOCO brand and OEM and other electronic components for the years ended December 31, 2012 and
2011 are as follows:
SGOCO brand
Non-SGOCO brand and OEM
Other (electronic components)
For the
years ended
December 31,
2012
2011
70.6%
29.4%
-%
61.5%
32.0%
6.5%
- 33 -
Cost of goods sold
For the fiscal year ended December 31, 2012, cost of goods sold decreased by $125.2 million, or 44.8%, to $154.2 million from $279.4 million for the fiscal
year ended December 31, 2011. The decrease in the cost of goods sold was mainly due to reduced sales volumes for our display products.
After the Sales of Honesty Group, our cost of goods sold consisted of the cost of finished products purchased from outsourced manufacturers, including
Honesty Group and its subsidiaries, Guanke and other suppliers. The amount of finished products purchased from Honesty Group and its subsidiaries for the
fiscal year ended December 31, 2012 after the Sale of Honesty Group was $119.3 million as shown below:
Purchases from Guancheng
Purchases from Guanke
Purchases from Jinjiang Guanke
Purchases from Guanwei
Purchases from Honesty Group
Total Purchases from Honesty Group and its subsidiaries
Gross margin
$ 10,661,723
22,728,793
523,867
7,067,536
78,356,167
$119,338,086
Gross profit for the fiscal year ended December 31, 2012 was $12.5 million, a decrease of $21.3 million, or 63% from $33.7 million for the prior fiscal year.
As a percentage of total sales, our overall gross margin was 7.5% for the year ended December 31, 2012 as compared to 10.8% for the previous fiscal year.
Gross margin during 2012 was negatively impacted by the increased fees charged by Chinese authorities for recycling imported monitors, price decreases in
monitors, and added costs for outsourcing manufacturing as we do not own any manufacturing facilities.
Because of our transition to a “light-asset” business model, the Company focuses on the sales and distribution of its own SGOCO
brands and licensed TCL and Founder brands, which had 8.4% gross margin as compared to a 6.2% gross margin for OEM products for the fiscal
year of 2012. The Company also focuses on selling more application-specific products with higher gross margins.
Selling expenses
During the year ended December 31, 2012, selling expenses were approximately $0.7 million, a decrease of $1.0 million, or 60.7%, down from $1.7 million
in the comparable period of prior fiscal year.
The year-over-year decrease in selling expenses was primarily impacted by reduced sales volume and its related fees. Selling expenses include sales staff’s
salary and benefits, transportation fees, customs duties, sales agent fees, SGOCO Image program expenses, etc.
General and administrative expenses
General and administrative expenses amounted to approximately $5.3 million for the year ended December 31, 2012, 7.9% lower than $5.8 million for the
previous fiscal year.
General and administrative expenses include office staff salary and benefits, legal, auditors’ and consultants’ fees, office expenses, travel and living expenses,
entertainment, research and development and IT expenses, and similar costs.
Selling, general and administrative expenses for the fiscal year ended December 31, 2012 were $6.0 million, or 3.6% of total revenues, as compared with $7.5
million, or 2.4% of total revenues for the prior fiscal year. The percentage increase in selling, general and administrative expenses was mainly due to expenses
of over $1.7 million in professional fees related to the Company’s NASDAQ trading halt and changing auditors in 2012.
- 34 -
Interest expense
Net interest expense was approximately $0.1 million for the fiscal year ended December 31, 2012, a decrease of $1.7 million, or approximately 97.1%, down
from $1.8 million in the previous fiscal year. Interest expenses became minimal, because after the Sale of Honesty Group, SGOCO had eliminated all of its
outstanding loans from banks except for account receivables sold with recourse to bank in Hong Kong and is operating on a virtually debt-free “light-asset”
business model.
Income before income taxes
As a result of the foregoing factors including reduced sales and gross profit, income before taxes was $6.4 million for the year ended December 31, 2012, a
decrease of $18.9 million, or 74.8% from $25.3 million for fiscal year of 2011.
Income taxes
Income tax was $2.2 million in fiscal year of 2012 as compared with $8.7 million for the fiscal year of 2011.
There were no significant income tax rate changes for any of the Company’s legal entities in 2012. Our PRC entities in 2012 and 2011 were subject to the
statutory PRC enterprise income tax rate of 25%, except for Guanke which was granted a preferential tax rate of 12.5%. Excluding the tax effect from the
Sale of Honesty Group, the non-taxable fair value change in warrant derivative liability and the expense incurred by our holding company incorporated in the
Cayman Islands where there is no tax. Effective income tax rates were 25.1% and 13.6% in 2012 and 2011, respectively.
Net income
As a result of the various factors described above, net income for the year ended December 31, 2012 was $4.2 million, as compared to $16.6 million for 2011.
The net income margins were 2.5% and 5.3% for the years ended December 31, 2012 and 2011, respectively. The lower margin in 2012 was primarily
attributable to third-party expenses including one-time professional fees, increased fees charged by Chinese authorities for recycling imported monitors, price
decreases in monitors, and reduction of gross margin through outsourcing manufacturing as we do not own any manufacturing facilities.
Comparison of Fiscal Years Ended December 31, 2011 and 2010
Revenue
Our sales increased by $95.8 million, or 44.1%, to $313.1 million for the year ended December 31, 2011 up from $217.3 million in the year ended December
31, 2010. The significant growth in sales resulted from the addition of new customers and increased sales from existing customers.
In 2011, SGOCO’s top 10 customers provided $222.3 million in revenue, a $71.0 million increase from 2010’s revenues from top 10 customers. In 2010 there
were only two customers with revenue over $20 million while in 2011 there were five such customers. The top pre-existing customer increased its sales over
the previous year from $42.3 million to $60.1 million. Only two customers represented greater than 10% of our revenue during the years ended December 31,
2011 and 2010.
Changes in our top customers arose primarily as a result of our rapid growth during 2011. Additionally, our sales efforts were concentrated on the customers
with which we were to negotiate the most favorable terms. As a result, our top customers are subject to change from period to period.
The percentage of revenues from SGOCO brand, non-SGOCO brand and OEM and other electronic components for the years ended December 31, 2011 and
2010 are as follows:
SGOCO brand
Non-SGOCO brand and OEM
Other (electronic components)
For the
years ended
December 31,
2011
2010
61.5%
32.0%
6.5%
75.0%
20.3%
4.7%
- 35 -
Cost of goods sold
Cost of goods sold increased by $94.8 million, or 51.4%, to $279.4 million in the year ended December 31, 2011 from $184.6 million in the year ended
December 31, 2010.
The cost of goods sold is primarily composed of the cost of panels, direct labor and other overhead expenses. The increase in the cost of goods sold was
mainly due to the increase in unit sales and a corresponding increase in purchases of raw materials to manufacture products. Our main production materials
are LCD/ LED panels, main boards, metal and plastic parts, speakers, packing materials, and cables. Panel costs constitute the majority of the costs of our
finished LCD/LED products.
After the Sale of Honesty Group, cost of goods sold consists of the cost of finished products purchased from Guanke and other outsourced manufacturers or
suppliers. No longer limited to a single manufacturing facility, we are now able to outsource our production to any low-cost manufacturers or suppliers able to
provide quality products. This ability provides the potential to improve flexibility in sourcing products and to significantly reduce our capital expenditures,
depreciation, labor costs and inventory positions.
The amount of finished products purchased from Honesty Group and its subsidiaries for the fiscal year ended December 31, 2011 after the Sale of Honesty
Group was $25,079,563 with the following breakdowns:
Purchases from Guancheng
Purchases from Guanke
Purchases from Jinjiang Guanke
Purchases from Honesty Group
Total Purchases from Honesty Group and its subsidiaries
$ 12,108,970
10,705,567
255,580
2,009,446
$ 25,079,563
Gross margin
As a percentage of total sales, our overall gross margin was 10.8% for the year ended December 31, 2011 compared to 15.0% for the previous year. Gross
margins during 2011 were negatively impacted by increased price competition and softening customer demand compared to 2010.
In response to margin pressure, we are trying to sell more application-specific products with higher gross margins. We intend to focus on our SGOCO owned
and licensed brands, which have higher gross margins than OEM brands.
Selling expenses
During the year ended December 31, 2011, selling expenses were approximately $1.7 million, an increase of $1.0 million, or 142.8% from $0.7 million the
year before.
Selling expenses include sales staff’s salary and benefits, transportation fees, customs duties, sales agent fees, marketing and promotion expenses, etc.
The increased selling expenses arose from the Company’s decision in 2011 to engage import and export companies to handle overseas sales. As a result, the
Company experienced increases in customs duties and trading company agents’ fees.
- 36 -
General and administrative expenses
General and administrative expenses amounted to approximately $5.8 million for the year ended December 31, 2011, 9.4% lower than $6.4 million for the
previous year.
General and administrative expenses include office staff’s salary and benefits, legal, auditors’ and consultants’ fees, office expenses, travel and living
expenses, entertainment, research and development and IT expenses, and similar costs.
General and administrative expenses were lower in 2011 because in 2010 the Company incurred additional professional and other costs related to its
Acquisition and up-listing its shares to the NASDAQ Stock Market.
Interest expense
Net interest expense was approximately $1.8 million for the year ended December 31, 2011, an increase of $0.9 million, from $0.9 million in the prior year.
The increase was due to increased short-term loans from banks before the Sale of Honesty Group. After the Sale of Honesty Group, SGOCO had no
outstanding loans from banks and interest expenses became minimal.
Income before income taxes
As a result of the foregoing factors, income before taxes increased by $1.8 million, or 7.8%, to $25.3 million for the year ended December 31, 2011,
compared with $23.4 million for fiscal year 2010.
Income taxes
Income tax was $8.7 million in 2011 compared with $3.5 million for 2010.
There were no significant income tax rate changes for any of the Company’s legal entities in 2011. Excluding the tax effect from the Sale of Honesty Group
and the non-taxable fair value change in warrant derivative liability, effective income tax rates were 13.6% and 14.8% in 2011 and 2010, respectively. Guanke
was granted an income tax exemption for two years commencing from January 1, 2007 and was subject to 50% of the 25% EIT tax rate, or 12.5%, from
January 1, 2009 through December 31, 2011. All other subsidiaries in the PRC are subject to the statutory EIT rate of 25%.
Included in the income taxes for the year ended 31 December 2011 there was a $5.4 million provision related to the Sale of Honesty Group. 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), 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 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. If a reasonable business purposes is confirmed and a tax
waiver is granted by the State Tax Bureau, the accrual of the tax provision can be fully reversed in future fiscal years.
Net income
As a result of the various factors described above, net income decreased $3.3 million, or 16.6%, to $16.6 million for 2011 from $19.9 million in 2010. The net
income margins were 5.3% and 9.2% for the years ended December 31, 2011 and 2010, respectively. The lower margin in 2011 was primarily attributable to
increased price competition in the market and the tax provision related to the Sale of Honesty Group.
Inflation
According to the National Bureau of Statistics of China www.stats.gov.cn, the annual average percent changes in the consumer price index in China for 2010,
2011 and 2012 were an increase of 3.3%, an increase of 5.4%, and an increase of 2.6%, respectively.
We have not been materially affected by inflation in the past. But, we can provide no assurance that we will not be affected in the future by higher rates of
inflation in China.
- 37 -
Analysis of Financial Condition
Comparison as of December 31, 2012 and December 31, 2011
Accounts Receivable
Accounts receivable increased to $59.4 million as of December 31, 2012, from $19.7 million as of December 31, 2011. The significant increase in accounts
receivable was primarily attributed to our increased sales and marketing efforts during the fourth quarter in 2012 and loosened credit terms for customers.
Accounts receivable on December 31, 2012 primarily represented the receivables of both SGOCO International and SGOCO (Fujian).
Our major customers are large well-established distributors and trading companies with relatively strong financial strength and credits. Careful monitoring of
the credit quality of our customers enabled us to avoid experiencing any major losses in our accounts receivables.
Concentration of risks
Our operations are carried out in the PRC and its operations in the PRC are subject to specific considerations and significant risks not typically associated
with companies in North America and Western Europe. These include risks associated with, among others, the political, economic and legal environments and
foreign currency exchange. Our results may be adversely affected by changes in government policies regarding laws and regulations, anti-inflationary
measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things.
Financial instruments that subject us to a concentration of credit risk consist of cash and accounts receivable. We maintain balances at financial institutions
located in Hong Kong, China and the U.S. From time-to-time, balances in Hong Kong and the U.S. may exceed the Hong Kong Deposit Protection Board
insured limits for the banks located in Hong Kong and FDIC deposit insurance limits for banks located in the U.S. Balances at financial institutions or state
owned banks within the PRC are not insured. As of December 31, 2012 and 2011, we had deposits, in excess of insured limits totaling $11.4 million and $0.5
million, respectively. We have not experienced any losses in such accounts and believes it is not exposed to any significant risks to the cash in its bank
accounts.
We provide unsecured credit terms for sales to certain customers. As a result, there are credit risks with the accounts receivable balances. We constantly re-
evaluate the credit worthiness of customers buying on credit and maintain an allowance for doubtful accounts.
Sales revenue from three major customers was $61.5 million, or approximately 37% of our total sales for the year ended December 31, 2012, with each
customer individually accounting for 17%, 10% and 10% of revenue, respectively. No other single customer accounted for more than 10% of our total
revenues in 2012. Our accounts receivable from these customers was approximately $19.4 million as of December 31, 2012.
Sales revenue from two major customers was $96.7 million approximately 31% of our total sales for the year ended December 31, 2011, with each customer
individually accounting for 19% and 12% of revenue, respectively. No other single customer accounted for more than 10% of our total revenues in 2011. Our
accounts receivable from these customers was approximately $6.4 million as of December 31, 2011.
Sales revenue from two major customers was $76.1 million approximately 35% of our total sales for the year ended December 31, 2010, with each customer
individually accounting for 19% and 16% of revenue, respectively. No other single customer accounted for more than 10% of the Company’s total revenues in
2010. Our accounts receivable from these customers was approximately $24.8 million as of December 31, 2010.
One major vendor (Honesty Group) provided approximately 77% of total purchases by us during the year ended December 31, 2012. We had made advances
of $9.4 million, rental deposit of $10,000 and owed $2.0 million accounts payable of this vendor as of December 31, 2012
One major vendor provided approximately 23% of total purchases by us during the year ended December 31, 2011. We had no accounts payable due to this
vendor as of December 31, 2011.
One major vendor provided approximately 15% of total purchases by us during the year ended December 31, 2010.
Inventory
Inventory increased to $5.7 million as of December 31, 2012 from $1.9 million as of December 31, 2011. The significant increase in inventory was primarily
due to the low level of inventory and purchases immediately after the Sale of Honesty Group and the high level of purchase orders from customers at the end
of 2012.
- 38 -
Advances to suppliers
Advances to suppliers increased to $28.5 million as of December 31, 2012 from $4.6 million as of December 31, 2011. The increase in advances to suppliers
was primarily due to higher deposits required from suppliers of finished goods as opposed to the deposits required from suppliers of raw materials before the
Sale of Honesty Group.
Cash and cash equivalents
As of December 31, 2012, the Company held $11.5 million in cash and cash equivalents and $78.1 million in working capital. As of December 31, 2011, we
had $0.5 million in unrestricted cash and $73.8 million in working capital. The current ratios were 3.86 as of December 31, 2012 and 7.57 as of December 31,
2011.
B. Liquidity and capital resources.
After the Sale of Honesty Group, SGOCO’s current asset position continues to increase while its capital expenditures and liabilities were reduced to a low
level with the “light-asset” business model. The liquidity ratios of the Company continue to improve and capital requirements continue to decrease.
Revenue in 2012 decreased 46.8%. For the fiscal year of 2012, accounts receivable turnover was 4.2x (or an 87-day average collection period, or ACP),
which compares with an accounts receivable turnover of 8.3x (or a 44-day average collection period, or ACP) from the prior fiscal year. The longer payment
terms were largely due to the Company’s efforts in retaining quality distributors in the face of increased competition in China’s general display markets.
Our 2012 inventory turnover rate significantly improved to 40.6x (or 9 days on hand, or DOH) from 29.2x (or 13 days on hand) in 2011 and 17.3x (or 21 days
DOH) in 2010. The improvement stemmed from the Company’s smaller position in inventory after the Sale of Honesty Group and better coordination
between its sales and purchase departments after a revamping of its logistics system. The overall conversion cycle for accounts receivable and inventory days
in 2012 were 96 days, which is within our targeted 80 to 100 days conversion cycle.
We will monitor the market situation closely and continue the strategy of preparing our suppliers to ensure the supply of products at
relatively lower cost levels. As of December 31, 2012, we had 13 suppliers as compared to 5 suppliers as of December 31, 2011
that we had made advances to secure our products needs and to obtain favorable pricing. We will continue to closely manage these
advances to balance the need for lower products cost and sufficient cash flow.
Costs of goods sold decreased in 2012 by 44.8%. However, at the same time we accelerated our accounts payable turnover to 18.5x (or 20 days average
payment period) from 15.2x (or 24 days average payment period) in 2011. The speed with which we pay our vendors is balanced against our desire to
maintain a continued, timely access to quality supplies of products.
As of December 31, 2012, we held $11.5 million in unrestricted cash and had working capital of $78.1 million. Our unrestricted cash consists of cash on hand
and demand deposits in accounts maintained with financial institutions or state owned banks within PRC, Hong Kong and the U.S. Our principal source of
liquidity has been cash generated by our operations and the net proceeds received from the Sale of Honesty Group.
- 39 -
Our principal source of liquidity has been cash generated by our operations, borrowings, and the net proceeds received from the Sale of Honesty Group. In the
past, we have received interest-free working capital loans from our major shareholder, Sun Zone Investments Limited (“Sun Zone”). As of December 31,
2011, we held $0.5 million in unrestricted cash and had working capital of $73.8 million. Our unrestricted cash consists of cash on hand and demand deposits
in accounts maintained with financial institutions or state owned banks within PRC, Hong Kong and the U.S.
Prior to the Sale of Honesty Group, our principal uses of cash were funding of working capital requirements and to scale up our manufacturing capacity
through investments in equipment and construction. Our principal sources of cash have been from the credit facilities. We have in the past been able to renew
our credit facilities. After the Sale of Honesty Group, SGOCO did not have any short-term loans or other loans from banks except for accounts receivables
sold with recourse to banks in Hong Kong.
To raise additional financing, we may sell additional equity or debt securities or borrow from lending institutions. Financing may be unavailable in the
amounts we need or on terms acceptable to us. The sale of additional equity securities, including convertible debt securities, would dilute our earnings per
share. The incurrence of debt would divert cash from working capital and capital expenditures to service debt obligations and could result in operating and
financial covenants that restrict our operations and ability to pay dividends to shareholders, among other restrictions. If we cannot obtain additional equity or
debt financing as required, we will, among other things, be required to tighten credit terms, hold less inventory, reduce advances to suppliers and slow down
investment in capital expenditures, which would result in slower growth in revenues and profits.
Debt
Pursuant to the Sale and Purchase Agreement, Apex assumed all debt of Honesty Group and its subsidiaries. After the Sale of Honesty Group, SGOCO did
not have any short-term loans or other loans from banks except for accounts receivable sold with recourse to banks in Hong Kong.
At December 31, 2012, we had agreements with banks in Hong Kong under which we sell trade receivables with recourse, as follows:
Description
Principal
Amount
Outstanding
Interest Rate(s)
Expiration Date(s)
Agreements for sale of receivables
$
6,230,342
1.8%-2.2%
March 5, 2013
As of December 31, 2012 and 2011, Sun Zone had loaned $160,000 and $48,958 to SGOCO International and SGOCO, respectively. The loans were for the
purpose of SGOCO’s working capital needs, and were non-interest bearing, unsecured and payable on demand.
Intercompany Loans and Capital Contributions
We may make loans or additional capital contributions to our PRC subsidiaries to finance their operations. Any loans or capital contributions to our PRC
operating subsidiaries are subject to restrictions or approvals under PRC laws, rules and regulations. For example, loans by us to our operating subsidiaries in
China, which are foreign-invested enterprises, to finance their activities may not exceed statutory limits and must be registered with the local SAFE branch.
We may also decide to finance our PRC operating subsidiaries by making additional capital contributions to such entities. The PRC Ministry of Commerce or
its local counterparts must approve these capital contributions. We have been able to obtain these government approvals in the past. But, we cannot be sure
that we will be able to obtain these government approvals on a timely basis, if at all, regarding any such loans or capital contributions. If we fail to receive
such approvals, our ability to use the proceeds of any equity or debt offerings to capitalize our PRC operations may be negatively affected, which could
adversely affect our ability to fund and expand our business.
Related Party Transactions
During the year ended December 31, 2012 there were no related party transactions except the loan from Sun Zone for $208,958.
Prior to the year 2011, the Company and BORO (Fujian) Electronic Co., Ltd. (“BORO”) provided working capital loans to each other. The loans were all
interest-free demand loans and were not formalized in written documents. We utilized loans from BORO rather than banking institutions because the approval
process was faster and the loans were interest free. We provided BORO with such loans in prior periods as BORO was a significant customer.
- 40 -
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; All-In-One PC (PC integrated into
LCD/LED monitor); internet TV (LCD/LED TV with web browsing capability); mobile internet devices such as tablet PCs; netbooks; multi-touch screen
monitors; e-Readers; 3D LCD/LED TVs; LED-backlit monitors; and large-scale, multi-screen display systems for advertising, public announcement and other
institutional uses.
We are also creating prototypes of our own LED backlight module to replace conventional CFL backlights in a new family of thin LCD/LED monitors. We
also began work on developing a module design suitable for mass production on our existing tools. We have historically outsourced a significant portion of
our product development to third-party design houses working on a project basis. This has allowed us to control engineering expenses and increase revenues
on a larger base. Going forward, we anticipate bringing more of these critical engineering functions in-house.
Research and development costs are expensed as incurred and are included in general and administrative expenses. The costs of material and equipment that
are acquired or constructed for research and development activities and have alternative future uses are classified as plant and equipment and depreciated over
their estimated useful lives. Research and development costs for the years ended December 31, 2012, 2011 and 2010 amounted to $244, $319 and $118,
respectively.
D. Trend information.
Other than as disclosed elsewhere in this document, we are not aware of any trends, uncertainties, demands, commitments or events since January 1, 2013 that
are reasonably likely to have a material adverse effect on our net revenues, income, profitability, liquidity or capital resources, or that caused the disclosed
financial information to be not necessarily indicative of future operating results or financial conditions.
E. Off-balance sheet arrangements.
We do not have any outstanding off-balance sheet guarantees, interest rate swap transactions or foreign currency forward contracts. We do not engage in
trading activities involving non-exchange traded contracts. In our ongoing business, we do not enter into transactions involving, or otherwise form
relationships with, unconsolidated entities or financial partnerships that are established for the purpose of facilitating off-balance sheet arrangements for other
contractually narrow or limited purposes.
F. Tabular disclosure of contractual obligations.
Our contractual obligations primarily consist of operating lease obligations and capital commitments. The following table sets forth a breakdown of our
contractual obligations as of December 31, 2012, and their maturity profile:
US$’000
Capital contributions (1)
Short-term loans
Operating lease obligations
- Honesty Group(2)
- Other
Total
Payment Due by Period
Total
Less than 1
Year
1-3 Years
3-5 Years
More than 5
Years
$
$
1,949 $
6,230
403
311
8,893 $
1,949 $
6,230
105
211
8,495 $
- $
-
161
100
261 $
- $
-
137
-
137 $
-
-
-
-
-
(1)
(2)
The registered capital of SGOCO (Fujian) and Beijing SGOCO are $2,200 and $500, respectively. As of December 31, 2012, SGOCO International
had paid capital of $450and $301 to SGOCO (Fujian) and Beijing SGOCO, respectively. SGOCO International is obligated to pay up the remaining
capital contribution obligations within two years of the date of issuance of each subsidiary’s business license according to PRC registration capital
management rules.
Lease obligations for our office premises, warehouses, computer and other hardware. Following the Sale of Honesty Group, the Company rents from
Honesty Group 3,000 square meters for office premises, warehouses and staff dormitory in Fujian at a monthly rent of $6 for a period of 1-7 years
from July 1, 2011.
- 41 -
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
Burnette Or
Tin Man Or
Frank Wu
Robert Eu
John Chen
Pik Yue Hon
Yoann Normandeau
David Xu
1 As of March 31, 2013
Age 1
46
70
41
50
40
39
29
47
Position
Chief Executive Officer, President and Director
Director
Director
Director
Director
Director
Director
Chief Financial Officer
Burnette Or, Chairman of the Board, President and Chief Executive Officer. Mr. Burnette Or has been in his current positions since April 1, 2010. He is a
seasoned IT entrepreneur with experience in sales, marketing, business development, investment and finance in China and the U.S. Mr. Or started his career
in Hewlett Packard, later served as Chief Representative of the China region for Chuntex Electronics Co. (Taiwan), maker of “CTX” brand of LCD monitors.
He holds Bachelors and Masters of Science degrees in electrical engineering from Oregon State University in the U.S.
Tin Man Or, Director. Mr. Tin Man Or has been a director since April 1, 2010. He has over 35 years of experience in the manufacturing industry. He has held
the position of general manager for Hong Kong Dong Sheng Trading Co., Ltd., Hong Kong Di Gao Trading Co., Ltd., and Hong Kong Run Feng Group Co.,
Ltd. Mr. Or served as general manager of Honesty Group from 2005 to 2011. Mr. Or owns Sun Zone Investments Limited, the major shareholder of SGOCO
Group, Ltd.
Frank Wu, Director. Mr. Frank Wu has been a director since April 1, 2010. He is currently Assistant General Manager of the Hubei Branch for Yingda Taihe
Life Insurance Co. Prior to joining Yingda Taihe Life Insurance Co., Massachusetts Mutual Life Insurance’s joint venture in China, Mr. Wu served as General
Manager and Financial Supervisor for Northern China for the Beijing Branch of Anbang Insurance Co. from 2006-2007, when he was responsible for
financial affairs in the Beijing area. Mr. Wu holds a Bachelor of Arts degree in business management from Beifang Technology University.
Robert Eu, Director. Mr. Robert Eu has been a director since our inception in 2007. He was our Secretary and Chief Financial Officer until September 4,
2009. Mr. Eu is also Executive Director and Chairman of the Board of Directors of Eu Yan Sang International Limited, a trusted, global leading integrative
healthcare and wellness company with a strong foundation in Traditional Chinese Medicine. Mr. Eu also serves as a board member of Top Tier Capital
Partners, a private equity asset management firm.
Mr. Eu is also an Advisory Director at W.R. Hambrecht + Co., LLC (“WR Hambrecht + Co”), a San Francisco-based investment bank which he has been
affiliated with since 1998. From 1993 to 1998, Mr. Robert Eu was a Managing Director of H&Q Asia Pacific, a leading Asian private equity firm. From1992-
1993, he was the Business Development Manager for Eu Yan Sang (Hong Kong) Limited. Mr. Eu was also with Citibank NA Hong Kong. He graduated with
a Bachelor of Arts in History from Northwestern University, USA.
John Chen, Director. Mr. John Chen has been a director since November 16, 2010. Since May 2004, Mr. Chen has served as the Chief Financial Officer and
Director of General Steel Holdings, Inc., a NYSE listed company. From October 1997 until May 2003, Mr. Chen served as a Senior Accountant at Moore
Stephens Frazer and Torbet, LLP. Mr. Chen is a California Certified Public Accountant and holds a Bachelor of Science degree in business administration and
accounting from California State Polytechnic University, Pomona, California, USA.
- 42 -
Pik Yue Teresa Hon, Director. Ms. Teresa Hon has been a director since December 22, 2011. She is currently an independent consultant to the PC industry.
From May 1998 to December 2010, she worked for Integrated Device Technology, Inc. where she eventually held the title of IC Design Manager. During her
time with Integrated Device Technology, Inc. Ms. Hon developed and designed chips and other components in the PC clock industry. Ms. Hon holds a
Bachelor of Science degree in electrical engineering from University of California, Davis, and a Master of Science in electrical engineering from Santa Clara
University.
Yoann Normandeau, Director. Mr. Yoann Normandeau has been a director since February 21, 2012. Since 2010, Mr. Normandeau has specialized as an
Immigration Lawyer for Ameri-Can International Capital Inc. In 2010, he served as an Apple Solutions Consultant for Apple Canada Inc. From 2008 to 2009
he worked for Me Patrice Leblanc as a Corporate Lawyer. Mr. Normandeau holds a L.L.B. Bachelor of Law and a B.A. in Management from Sherbrooke
University, Canada. He also holds an MBA in International Management from Sherbrooke University and a Master Degree in Management from Goupe École
Supérieure de Commerce et de Management, France. Mr. Normandeau is a member of the Quebec's Bar Association, Canada.
David Xu, Chief Financial Officer. Mr. David Xu’s career in finance and accounting spans over 20 years in both Asia and North America. His experience
includes leading finance and risk management positions with General Electric, Zurich Insurance and Yum! Brands. His nearly 10 years in General Electric
includes Six Sigma Black Belt experience leading large-scale strategic projects. Prior to joining SGOCO in May 2011, he served as CFO of China Maple Leaf
Educational Systems and CFO of the World Bank IFC/CUNA Mutual Insurance joint venture company. Mr. Xu has also acted as an independent financial
reporting consultant advising clients including Manulife Financial, Zurich Financial Services and TD Bank Financial Group. Mr. Xu holds an MBA in
Corporate Finance from University of Illinois at Chicago and a Bachelor’s Degree in English and American Literature from Beijing Normal 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, 2012, the aggregate cash compensation paid to our executive officers were approximately
$310,272. There were no bonus, ordinary shares and stock options granted for executive officers in 2012.
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. As all our executives and majority of our directors
are non-Chinese citizens and there are no mandatory requirements for the above-mentioned contributions, we have not set aside or accrued any amount to
provide pension, retirement or other similar benefits to our executive officers and directors.
- 43 -
Base salary
We believe that the base salary element is required in order to provide executive officers with a stable income stream that is commensurate with their
responsibilities and competitive market conditions. Our Board of Directors established base salaries payable to executive officers with the goal of providing a
fixed component of compensation, reflecting the executive officer’s skill set, experience, role and responsibilities. The determination of our Board of
Directors and compensation committee of whether any of the executive officers merited an increase in base salary during any particular year depended on the
individual’s performance during the prior fiscal year, our performance during the prior fiscal year and competitive market practices. In establishing the current
base salary levels, our Board of Directors and compensation committee did not engage in any particular benchmarking activities or engage any outside
compensation advisors.
Annual bonus
Bonus for any of executive officers are discretionary and are generally linked to his or her individual performances for the year, including contribution to our
strategic and corporate operating plans, with individual performance and providing executive officers performance incentives for attaining specific goals.
2010 Equity Incentive Plan
On September 27, 2010, our Board of Directors approved the 2010 Equity Incentive Plan, or 2010 Plan, subject to shareholder approval which occurred on
November 17, 2010.
Purpose. The purpose of the 2010 Plan is to promote our success and to increase shareholder value by providing an additional means through the grant of
equity compensation awards to attract, motivate, retain and reward selected employees and other eligible persons of SGOCO.
Shares Subject to 2010 Plan. Subject to adjustments under certain conditions, the maximum number of shares that may be delivered pursuant to awards under
the 2010 Plan is equal to 7% of the aggregate number of shares outstanding from time-to-time.
Administration. The 2010 Plan shall be administered by, and all equity compensation awards under the 2010 Plan shall be authorized by the Board or one or
more committees appointed by the Board (the “Administrator”). Any committee of the Board that serves as the Administrator shall be comprised solely of
one or more directors or such number of directors as may be required under applicable laws and may delegate some or all of its authority to another
committee so constituted. Unless otherwise provided in our Memorandum and Articles of Association or the applicable charter of any Administrator:
1.
2.
a majority of the members of the acting Administrator shall constitute a quorum; and
the vote of a majority of the members present assuming the presence of a quorum or the unanimous written consent of the members of the
Administrator shall constitute action by the acting Administrator.
Eligibility. The Administrator may grant equity compensation awards under the 2010 Plan only to those persons that the Administrator determines to be either
an officer, employee, director of SGOCO or a consultant or advisor of SGOCO (each of the foregoing, an “Eligible Person”); provided, however, that
incentive stock options may only be granted to an Eligible Person who is an employee of SGOCO. Notwithstanding the foregoing, a person who is otherwise
an Eligible Person may participate in the 2010 Plan only if such participation would not compromise our ability to comply with applicable laws (including
securities laws). A participant may, if otherwise eligible, be granted additional equity compensation awards if the Administrator so determines.
Type and Form of Awards. The Administrator shall determine the type or types of equity compensation award(s) to be made to each selected Eligible Person.
Under the 2010 Plan, the Administrator may grant options to purchase ordinary shares, share appreciation rights, restricted shares, and restricted share units.
Such awards may be granted singly, in combination or in tandem. Awards also may be made in combination or in tandem with, in replacement of, as
alternatives to, or as the payment form for grants or rights under any other employee or compensation plan of SGOCO.
- 44 -
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.
2.
3.
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;
equity compensation awards shall be exercised only by the relevant participant; and
amounts payable or shares issuable pursuant to any equity compensation award shall be delivered only to (or for the account of) the relevant
participant.
The 2010 Plan provides that incentive share options may not be transferred except by will or the laws of descent and distribution. The Administrator has
discretion to permit transfers of other awards where it concludes such transferability is appropriate and desirable.
Amendment and Termination. The 2010 Plan will continue in effect until the 10th anniversary of its approval by the shareholders, unless earlier terminated by
our Board. Our Board may amend, suspend or terminate the 2010 Plan as it shall deem advisable, except that no amendment may adversely affect a grantee
regarding awards previously granted unless such amendments are in connection with compliance with applicable laws; provided that the Board may not make
any amendment in the 2010 Plan that would, if such amendment were not approved by the shareholders, cause the 2010 Plan to fail to comply with any
requirement of applicable laws, unless and until shareholder approval is obtained. No award may be granted during any suspension of the 2010 Plan or after
termination of the 2010 Plan. No amendment, suspension or termination of the 2010 Plan or change affecting any outstanding equity compensation award
shall, without written consent of the relevant participant, affect in any manner materially adverse to the relevant participant any rights or benefits of the
relevant participant or obligations of SGOCO under any equity compensation award granted under the 2010 Plan prior to the effective date of such change.
There were no awards granted under the 2010 Plan during the years ended December 31, 2011 and 2010, however, 207,000 ordinary shares were awarded in
January 2012 to our independent directors, consultants and employees, and 80,000 ordinary shares were issued in March 2013 to our independent directors.
Employment Agreements
We have entered into employment agreements with each of our senior executive officers. We may terminate a senior executive officer’s employment for
cause, at any time, without notice or remuneration, for certain acts of the officer, including, but not limited to, a conviction or plea of guilty to a felony,
negligent or dishonest acts to our detriment or misconduct or a failure to perform agreed duties. A senior executive officer may, upon advance written notice,
terminate his or her employment if there is a material and substantial reduction in his or her authority and responsibilities and such resignation is approved by
our Board of Directors. Furthermore, we may, upon advance written notice, terminate a senior executive officer’s employment at any time without cause.
Each senior executive officer is entitled to certain benefits upon termination, including severance pay, if we terminate the employment without cause or if he
or she resigns upon the approval of our Board of Directors.
We will indemnify a senior executive officer for his or her losses based on or related to his or her acts and omissions made in the course of his or her
performance of duties within the scope of his or her employment.
Each senior executive officer has agreed to hold in strict confidence any trade secrets or confidential information of our company. Each officer also agrees to
faithfully and diligently serve the Company according to the employment agreement and the guidelines, policies and procedures of our Company approved
periodically by our Board of Directors.
- 45 -
C. Board Practices.
Board of Directors
Our Board of Directors currently has seven directors. Under our amended and restated memorandum and articles of association, our Board of Directors may
not consist of less than two directors with no maximum number. Our directors shall hold office until their successors are elected or appointed, which will be at
the Company’s next annual meeting of shareholders. We do not have service contracts with our directors (other than our employment agreement with Mr.
Burnette Or), 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.
2.
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
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.
2.
resigns his or her office by notice in writing delivered to the Company at the Office or tendered at a meeting of the Board;
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.
5.
6.
becomes bankrupt or has a receiving order made against him or her, or suspends payment to or settle with his or her creditors;
is prohibited by law from being a director; or
ceases to be a director by virtue of any provision of law of the Cayman Islands or is removed from office pursuant to the Company’s Articles.
No contract or transaction between the Company and one or more of its directors or officers, or between the Company and any other corporation, partnership,
association, or other organization in which one or more of its directors or officers, are directors or officers, or have a financial interest, shall be void or
voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board or committee which authorizes
the contract or transaction, or solely because any such director’s or officer’s votes are counted for such purpose, if:
1.
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 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
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.
- 46 -
NASDAQ Requirements for Director Independence
Under the NASDAQ Stock Market Marketplace Rules, or the NASDAQ rules, a majority of our directors must meet the definition of “independent”
contained in those rules. Our Board has determined that Ms. Hon and Messrs. Wu, Chen, Eu and Normandeau 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 Burnette Or and Frank Wu to administer the Company’s 2010 Plan.
Audit Committee. Our audit committee consists of Mr. Chen (Chairperson), Mr. Wu and Mr. Normandeau. 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.
2.
selecting the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors;
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.
5.
6.
reviewing and approving all proposed related party transactions;
discussing the annual audited financial statements with management and the independent auditors;
reviewing major issues as to the adequacy of internal controls; and
7. meeting separately and periodically with management and the independent auditors.
Compensation Committee. Our compensation committee consists of Mr. Wu (Chairperson), Mr. Chen and Ms. Hon. We have determined that all of the
compensation committee members satisfy the “independence” requirements of Rule 5605 of NASDAQ rules. The purpose of the compensation committee is,
among other things, to discharge the responsibilities of our Board of Directors relating to compensation of our directors, executive officers and other key
employees, including reviewing and evaluating and, if necessary, revising the compensation plans, policies and programs of the Company adopted by the
management. Our chief executive officer may not be present at any committee meeting during which his compensation is deliberated. The compensation
committee is responsible for, among other things:
1.
2.
3.
reviewing and approving the total compensation package for our chief executive officer:
reviewing and recommending to the Board regarding the compensation of our directors, principal executives and other key employees; and
reviewing periodically and approving any long-term incentive compensation or equity plans, programs or similar arrangements.
- 47 -
Nominating Committee. Our nominating committee consists of Mr. Normandeau (Chairperson), Mr. Wu and Ms. Hon. We have determined that all of the
nominating committee members satisfy the “independence” requirements of Rule 5605 of NASDAQ rules. The nominating committee assists our Board in
selecting individuals qualified to become members of our Board and in determining the composition of our Board and its committees. The corporate
governance and nominating committee is responsible for, among other things:
1.
2.
3.
4.
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;
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;
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
advising the Board of Directors periodically regarding significant developments in the law and practice of corporate governance as well as our
compliance with these laws and practices, and making recommendations to the Board of Directors on all matters of corporate governance and on any
remedial actions to be taken, if needed.
D. Employees.
Connected with the Sale of Honesty Group, only a limited number of employees that are essential to our R&D, accounting, marketing and distribution were
transferred to SGOCO (Fujian) and Beijing SGOCO. As a result, the number of our full-time employees decreased from approximately 630 as of December
31, 2010 to 83 as of December 31, 2012. 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 LCD/LED 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, 2013, regarding the beneficial ownership of our ordinary shares by:
1.
2.
each director and executive officer; and
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, 2013 by the sum of 17,545,356, being the number of
ordinary shares issued and outstanding as of as of March 31, 2013, plus the number of ordinary shares such person or group has the right to acquire within 60
days after as of March 31, 2013. 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.
- 48 -
Name
Tin Man Or (1)
Burnette Or
Robert Eu (2)
Frank Wu
John Chen
Pik Yue Hon
Yoann Normandeau
David Xu
Principal Shareholders
Sze Kit Ting
Shuk Yu Wong (3)
Ming Suen Jorine Or (4)
“*” Indicates less than 1%
Number
Percent
9,440,000
—
388,111
20,000
40,000
20,000
20,000
—
2,860,000
1,000,000
1,000,000
53.8%
—
2.2%
*
*
*
*
—
16.3%
5.7%
5.7%
(1) The shares listed in the table are held by Sun Zone Investments Limited, a British Virgin Islands corporation, formed for the purpose of holding stock in
Honesty Group by Mr. Tin Man Or, father of Mr. Burnette Or in connection with the Acquisition, both are directors of Sun Zone Investments Limited.
Sun Zone gifted 1,000,000 shares to Ms. Shuk Yu Wong and 1,000,000 shares to Ms. Ming Suen Jorine Or on October 28, 2011, reducing its total
ordinary shares from 11,440,000 to 9,440,000.
(2)
Includes 77,937 shares held by AEX Capital LLC. Mr. Eu is Managing Member of AEX Capital LLC. Also includes 157,293 ordinary shares owned by
WR Hambrecht + Co., LLC. Mr. Eu’s spouse owns approximately 20% of the equity interest of Hambrecht Partners Holdings, LLC, the parent company
of WR Hambrecht + Co., LLC.
(3) Ms. Wong is the spouse of Mr. Tin Man Or.
(4) Ms. Or is the daughter of Mr. Tin Man Or.
Our major shareholders do not have different voting rights than any other shareholder. We are not aware of any arrangement that may, at a subsequent date,
result in a change of control of our company.
As of March 31, 2013, we had 17,545,356 ordinary shares issued and outstanding. To our knowledge, as of such date, we had at least 11 record holders of our
shares located in the U.S. that held an aggregate of 1,842,659 ordinary shares. The number of beneficial owners of our ordinary shares in the U.S. is likely to
be much larger than the number of Holders of record of our ordinary shares in the U.S.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
A. Major Shareholders.
Please refer to “Item 6. Directors, Senior Management and Employees — E. Share Ownership.”
B. Related Party Transactions.
Mr. Tin Man Or owns Sun Zone Investments Limited, or Sun Zone, a British Virgin Islands corporation, that owned 80% of the outstanding stock of Honesty
Group prior to the Acquisition. Sun Zone Investments Limited was also the parent company of Mosview Technology Group Ltd., or Mosview, and BORO
(Fujian) Electronic Co., Ltd., or BORO. Sun Zone sold its ownership of Mosview and BORO to an unrelated party in 2010.
Before 2011, Honesty Group has conducted business with Mosview and BORO in the ordinary course of business. Mosview is an electronics trading
company. We sold products to Mosview and purchased panels from Mosview. BORO is a manufacturing enterprise and a wholesale trader. We sold products
to BORO, but did not purchase materials from BORO. The related-party information regarding this relationship is set forth in Note 17 in the Notes to
Consolidated Financial Statements.
In the past, we and BORO provided working capital loans to each other. The loans were all interest-free demand loans and were not formalized in written
documents. We utilized loans from BORO rather than banking institutions because the approval process was faster and the loans were interest free. We
provided BORO with such loans in prior periods as BORO was a significant customer of SGOCO.
- 49 -
The Company’s shareholder, Sun Zone, loaned $0.2 million to us for our cash flow purposes as of December 31, 2012. The loan is non-interest bearing,
unsecured, and payable on demand.
C. Interests of Experts and Counsel
Not applicable.
ITEM 8. FINANCIAL INFORMATION
A. Consolidated Statements and Other Financial Information.
Please see “Item 18. Financial Statements” for our audited consolidated financial statements.
Legal Proceedings
Neither we nor or any of our subsidiaries are currently parties to any pending legal proceedings that are expected to have a significant effect on our business,
financial position, results of operations or liquidity, nor are we or any of our subsidiaries aware of any proceedings that are pending or threatened which may
have a significant effect on our business, financial position and results of operations or liquidity.
Dividend Policy
We do not currently have any plans to pay any cash dividends in the foreseeable future on our ordinary shares. We currently intend to retain most, if not all, of
our available funds and any future earnings to operate and expand our business.
We are a holding company incorporated in the Cayman Islands. We rely on dividends paid by our Hong Kong and Chinese subsidiaries for our cash needs.
The payment of dividends by entities organized in China is subject to limitations. Regulations in the PRC currently permit payment of dividends only out of
accumulated profits based on PRC accounting standards and regulations. Our Chinese subsidiaries, SGOCO (Fujian) and Beijing SGOCO, 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.
- 50 -
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.
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.
Annual Highs and Lows
2012
2011
2010
2009
2008
Quarterly Highs and Lows
2012
Fourth Quarter
Third Quarter
Second Quarter
First Quarter
2011
Fourth Quarter
Third Quarter
Second Quarter
First Quarter
2010
Fourth Quarter
Third Quarter
Second Quarter
First Quarter
Monthly Highs and Lows
March 2013
February 2013
January 2013
December 2012
November 2012
October 2012
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
Units
Ordinary Shares
Warrants
High
Low
High
Low
High
Low
N/A $
N/A $
9.25 $
9.50 $
8.15 $
N/A $
N/A $
7.00 $
7.00 $
6.50 $
3.78 $
6.88 $
8.00 $
7.98 $
7.37 $
0.61 $
1.25 $
4.50 $
7.00 $
6.12 $
0.20 $
0.75 $
1.15 $
0.65 $
0.85 $
High
Low
High
Low
High
Low
N/A $
N/A $
N/A $
N/A $
N/A $
N/A $
N/A $
N/A $
N/A $
N/A $
N/A $
9.25 $
N/A $
N/A $
N/A $
N/A $
N/A $
N/A $
N/A $
N/A $
N/A $
N/A $
N/A $
7.00 $
2.30 $
2.38 $
3.78 $
1.36 $
3.44 $
4.83 $
6.88 $
5.25 $
8.00 $
8.00 $
8.00 $
8.00 $
0.75 $
0.86 $
0.61 $
0.65 $
1.25 $
1.94 $
1.76 $
3.36 $
4.50 $
6.25 $
6.25 $
6.25 $
0.02 $
0.05 $
0.20 $
0.11 $
0.12 $
0.35 $
0.75 $
0.30 $
1.00 $
1.00 $
1.15 $
1.02 $
High
Low
High
Low
High
Low
N/A $
N/A $
N/A $
N/A $
N/A $
N/A $
N/A $
N/A $
N/A $
N/A $
N/A $
N/A $
1.46 $
1.38 $
1.46 $
2.06 $
2.30 $
1.15 $
1.00 $
1.13 $
1.12 $
0.91 $
0.79 $
0.75 $
0.02 $
0.02 $
0.03 $
0.02 $
0.02 $
0.02 $
0.01
0.10
0.18
0.05
0.13
0.02
0.01
0.05
0.11
0.10
0.14
0.10
0.25
0.30
0.59
0.59
0.34
0.02
0.02
0.02
0.02
0.02
0.02
The Company’s warrants are now quoted on the OTC Pink Market. As a result, the market for the warrants is sporadic and limited and may not reflect their
true value or any value at all.
- 51 -
B. Plan of Distribution.
Not applicable.
C. Markets.
See “Item 9. The Offer and Listing - A. Offer and Listing Details” above.
D. Selling Shareholders.
Not applicable.
E. Dilution.
Not applicable.
F. Expenses of the Issue.
Not applicable.
ITEM 10. ADDITIONAL INFORMATION
A. Share Capital.
Not applicable.
B. Memorandum and Articles of Association.
We incorporate by reference into this Annual Report the description of our amended and restated memorandum and articles of association contained in our
registration statement on Form F-1 (File No. 333-170674) originally filed with the Securities and Exchange Commission on November 18, 2010, as amended.
C. Material Contracts.
We have not entered into any material contracts other than in the ordinary course of business and other than those described in “Item 4. Information on the
Company,” in the footnotes to our financial statements or elsewhere in this Annual Report.
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.
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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.
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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.
2.
3.
4.
an individual citizen or resident of the U.S.;
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;
an estate whose income is includible in gross income for U.S. federal income tax purposes regardless of its source; or
a trust if:
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.
2.
3.
4.
5.
6.
7.
8.
9.
financial institutions or financial services entities;
broker-dealers;
taxpayers who have elected mark-to-market accounting;
tax-exempt entities;
governments or agencies or instrumentalities thereof;
insurance companies;
regulated investment companies;
real estate investment trusts;
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. Dollar.
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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:
1.
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;”
2. 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
3.
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.
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.
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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, 2012, 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.
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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 2011 and 2012.
In addition, our actual PFIC status for our 2012 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:
1.
2.
any gain recognized by the U.S. Holder on the sale or other disposition of its ordinary shares; and
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).
Under these rules:
1.
2.
3.
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;
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;
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
4.
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.
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.
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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.
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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:
1.
2.
3.
fails to provide an accurate taxpayer identification number;
is notified by the IRS that backup withholding is required; or
in certain circumstances, fails to comply with applicable certification requirements.
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.
- 59 -
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. Dollar 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. 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.
Because substantially all of our earnings and majority of cash assets are denominated in RMB, but our reporting currency is the U.S. Dollar, fluctuations in
the exchange rate between the U.S. Dollar and the RMB will affect our balance sheet and our earnings per share in U.S. Dollar. In addition, appreciation or
depreciation in the value of the RMB relative to the U.S. Dollar would affect our financial results reported in U.S. Dollar 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.
- 60 -
PART II
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
We have not had a default of any indebtedness, and there has not been any arrearage in the payment of dividends.
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
In connection with the approval of the Acquisition, our warrant holders agreed to amend the Warrant Agreement governing our outstanding registered
warrants to provide that:
1.
2.
the exercise price per share of the warrants be increased from $5.00 to $8.00;
the term of each outstanding warrant be extended by one year to expire on the earlier of March 7, 2014 or the redemption of the warrant; and
3. Holders of the warrants may redeem their warrants for $0.50 at the time of the Acquisition.
The amendment to the Warrant Agreement is set forth as Exhibit 4.1 to our Current Report on Form 6-K filed March 16, 2010.
ITEM 15. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Our management, with the participation of our CEO Mr. Burnette Or and CFO Mr. David Xu, has performed an evaluation of the effectiveness of our
disclosure controls and procedures within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act as of the end of the period covered by this
Annual Report. Based on such evaluation, our management has concluded that, as of the end of the period covered by this Annual Report, our disclosure
controls and procedures were not effective to provide reasonable assurance that material information required to be disclosed by us in the reports that we file
with, or submit to, the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in by the SEC’s rules
and regulations.
Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act
Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of our management, including our CEO and CFO, we conducted an
evaluation of the effectiveness of our internal control over financial reporting. In making its assessment of the effectiveness of our internal control over
financial reporting, management used the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-
Integrated Framework. Based on our evaluation, our principal executive officer and principal financial officer have concluded that our internal controls over
financial reporting were not effective as of December 31, 2012.
The specific material weakness we identified in our internal control over financial reporting related to the lack of sufficient qualified accounting personnel
with appropriate understanding of U.S. GAAP and SEC reporting requirements commensurate with our financial reporting requirements, 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.
SGOCO has taken and will further take measures to remediate the material weakness and significant deficiencies by:
1.
2.
3.
seeking additional accounting and internal control staff with relevant U.S. GAAP accounting, SEC reporting and internal control
experience, skills and knowledge in improving standards and procedures according to the requirements of the Sarbanes-Oxley Act;
continuing the engagement of an external consultant to help SGOCO evaluate and implement appropriate policies and procedures to further
improve SGOCO’s risk management and internal control systems over financial reporting; and
providing further training to SGOCO’s finance staff to enhance their understanding of SGOCO’s internal control policies and procedures,
including participating in training programs relating to U.S. GAAP accounting and internal control.
Management believes that these actions will increase SGOCO’s ability to improve its internal control over financial reporting. The goal is to achieve full
compliance with Section 404 of the Sarbanes-Oxley Act. Consequently, SGOCO is strengthening its controls and procedures in order to eliminate any
inadvertent errors, deficiencies and deviations that can appear in the normal course of business and achieve full compliance with Section 404 of the Sarbanes-
Oxley Act. However, the effectiveness of these remediation efforts will not be known until we perform a test of controls in connection with the internal
controls over financial reporting that we will undertake as of December 31, 2013.
During our most recent fiscal quarter, there has not occurred any change in our internal control over financial reporting (as such term is defined in Rules 13a-
15(f) and 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial
reporting.
All internal control systems, no matter how well designed, have inherent limitations. Even systems determined to be effective can only provide reasonable
assurance regarding financial statement preparation and presentation and may not prevent or detect misstatements. In addition, any evaluation of effectiveness
in future periods is subject to the risk that controls may become inadequate because of changes in future conditions.
- 61 -
Attestation report of the registered public accounting firm
This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by our registered public accounting firm pursuant to the rules of the Securities and Exchange Commission.
Changes in internal control over financial reporting
During its evaluation of the effectiveness of internal control over financial reporting as of December 31, 2011, management identified that in our internal
control over financial reporting there was a lack of sufficient qualified accounting personnel with appropriate understanding of U.S. GAAP and SEC reporting
requirements commensurate with our financial reporting requirements, and concluded that to meet the requirements of being a U.S. public company, SGOCO
needs to increase its qualified internal control personnel and enhance its supervision, monitoring and review of the financial statements preparation processes.
SGOCO has taken some significant measures in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred
during the year ended December 31, 2012 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial
reporting. These measures include:
1. on August 30, 2012, contracted with a leading US internal control consulting firm to conduct internal control review especially related to non-routine
significant transactions; the firm has provided detailed analysis and recommendations for non-routine significant transactions ;
2. starting from the fourth quarter of 2012, engaged an external financial reporting consultant to help SGOCO evaluate and implement appropriate
policies and procedures to improve SGOCO’s risk management and internal control systems over financial reporting; the financial reporting consultant
has also reviewed all detailed reporting processes, financial systems, and accounting treatments and provided hands-on support and recommendations for
quarterly and annual financial reporting, analysis and disclosures;
3. finance manager in charge of U.S. GAAP reporting provided training including U.S. GAAP accounting and internal control to local finance staff to
enhance their understanding of SGOCO’s financial consolidation and reporting policies and procedures; and
4. streamlined the financial reporting processes and established financial reporting schedule and checklists, data collection plan and reporting and
analysis reviews by different levels of staff to ensure accurate, timely and comprehensive financial reporting and disclosures.
Management believes that these actions have increased SGOCO’s ability to improve its internal control over financial reporting. However, we still require
more qualified accounting personnel and the current on-site accounting staff requires further training so as to meet with the higher demands necessary to
fulfill the requirements of U.S. GAAP-based reporting and SEC rules and regulations. During 2013, we intend to take the remediation measures mentioned
above in order to further enhance the reliability of the financial information produced by SGOCO.
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
Our Board of Directors has determined that Mr. John Chen is an audit committee financial expert, and is independent for the purposes of the NASDAQ
Listing Rules and Rule 10A-3 under the Exchange Act.
ITEM 16B. CODE OF ETHICS
We have adopted a Code of Ethics that applies to our directors, officers and employees. The Code of Ethics is designed to deter wrongdoing and to promote
ethical conduct and full, fair, accurate, timely and understandable reports that the Company files or submits to the SEC and others. We have filed our Code of
Ethics and Conduct as an exhibit to this Annual Report.
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The following table sets forth the aggregate fees by categories specified below in connection with certain professional services rendered by our principal
external independent registered public accountant firms in 2012 and 2011.
- 62 -
Audit Fee
Audit-Related Fees
Total
Audit Fees
2012
2011
642,512 $
- $
642,512 $
332,907
14,823
347,730
$
$
$
Audit fees represent the aggregate fees billed for the audit of our annual financial statements, review of our interim financial statements, review of registration
statements or services that are normally provided in connection with statutory and regulatory filings or engagements for those fiscal years. The 2012 fees
include the Company’s 2011 annual audit fees paid to both previous and current principal external independent registered public accounting firms due to
change of the auditors in the year.
Audit-Related Fees
Audit-related fees represent the aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit or review of
our financial statements and are not reported under Audit Fees.
Audit Committee Pre-Approval Policies and Procedures
The Board of Directors on an annual basis reviews audit and non-audit services performed by the independent auditors. All audit and non-audit services are
pre-approved by the Board of Directors, which considers, among other things, the possible effect of the performance of such services on the auditors’
independence.
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
None.
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
Period
February 28, 2011(1)
February 28, 2011(2)
May 5, 2011(3)
May 11, 2011(4)
May 26, 2011(5)
June 7, 2011(6)
June 13, 2011(7)
June 14, 2011(8)
August 18, 2011(9)
August 18, 2011(10)
September 15, 2011(11)
(a) Total Number
of Shares (or
Units) Purchased
(b) Average Price
Paid per Share
(or Units)
250,000 shares
250,000 warrants
345,000 warrants
30,160 warrants
30,152 warrants
1,604 warrants
367,025 warrants
125,000 warrants
100,000 warrants
20,132 warrants
1,200 warrants
$
$
$
$
$
$
$
$
$
$
$
8.00 per share
0.50 per warrant
0.33 per warrant
0.50 per warrant
0.33 per warrant
0.50 per warrant
0.40 per warrant
0.40 per warrant
0.40 per warrant
0.50 per warrant
0.50 per warrant
(c) Total Number
of Shares (or
Units) Purchased
as Part of Publicly
Announced Plans
or Program
(d) Maximum Number (or
Approximate Dollar
Value) of Shares (or
Units) that May Yet Be
Purchased Under the
Plans or Programs
None
None
None
None
None
None
None
None
None
None
None
None.
None.
None.
None.
None.
None.
None.
None.
None.
None.
None.
(1) On February 28, 2011, pursuant to the Put Option dated March 9, 2010, the Company repurchased 250,000 shares from Pope Investments II LLC for an
aggregate purchase price of $2,000,000 (or $8.00 per share).
(2) On February 28, 2011, the Company repurchased from Pope Investments II LLC a Warrant to purchase 250,000 ordinary shares at an exercise price of
$8.00 per share for an aggregate purchase price of $125,000.
(3) On May 5, 2011, the Company repurchased, in a private transaction, a total of 345,000 warrants for an aggregate purchase price of $113,850 (or $0.33 per
warrant). The terms of the remaining publicly-traded warrants remain unchanged.
(4) On May 11, 2011, the Company repurchased, in a private transaction, a total of 30,160 of the warrants issued to its underwriters in the December 2010
Offering for an aggregate purchase price of $15,080 (or $0.50 per warrant). All the terms of the remaining warrants issued to its underwriters in the December
2010 Offering remain unchanged.
(5) On May 26, 2011, the Company repurchased, in private transactions, a total of 30,152 warrants for an aggregate purchase price of $9,950.16 (or $0.33 per
warrant). The terms of the remaining publicly-traded warrants remain unchanged.
- 63 -
(6) On June 7, 2011, the Company repurchased, in a private transaction, a total of 1,604 of the warrants issued to its underwriters in the December 2010
Offering for an aggregate purchase price of $802 (or $0.50 per warrant). All the terms of the remaining warrants issued to its underwriters in the December
2010 Offering remain unchanged.
(7) On June 13, 2011, the Company repurchased, in a private transaction, a total of 367,025 warrants for an aggregate purchase price of $146,810 (or $0.40
per warrant). The terms of the remaining publicly-traded warrants remain unchanged.
(8) On June 14, 2011, the Company repurchased, in a private transaction, a total of 125,000 warrants for an aggregate purchase price of $50,000 (or $0.40 per
warrant). The terms of the remaining publicly-traded warrants remain unchanged.
(9) On August 18, 2011, the Company repurchased, in a private transaction, a total of 100,000 warrants for an aggregate purchase price of $40,000 (or $0.40
per warrant). The terms of the remaining publicly-traded warrants remain unchanged.
(10) On August 18, 2011, the Company repurchased, in private transactions, a total of 20,132 of the warrants issued to its underwriters in the December 2010
Offering for an aggregate purchase price of $10,066 (or $0.50 per warrant). All the terms of the remaining warrants issued to its underwriters in the December
2010 Offering remain unchanged.
(11) On September 15, 2011, the Company repurchased, in a private transaction, a total of 1,200 of the warrants issued to its underwriters in the December
2010 Offering for an aggregate purchase price of $600 (or $0.50 per warrant). All the terms of the remaining warrants issued to its underwriters in the
December 2010 Offering remain unchanged.
ITEM 16F. CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT
There are no further changes to the disclosures previously reported in the Company’s Annual Report for the year ended December 31, 2011 on Form 20-F
filed with the SEC on August 30, 2012, with respect to changes in the Company’s independent accountants.
ITEM 16G. CORPORATE GOVERNANCE
There are no material differences in our corporate governance practices from those of U.S. domestic companies under the listing standards of NASDAQ.
PART III
ITEM 17. FINANCIAL STATEMENTS
We have elected to provide financial statements pursuant to Item 18.
ITEM 18. FINANCIAL STATEMENTS
Our consolidated financial statements are included at the end of this Annual Report.
- 64 -
ITEM 19. EXHIBITS
Exhibit
Number
Description of Exhibit
1.1
2.1
2.2
2.3
2.4
2.5
2.6
2.7
Amended and Restated Memorandum and Articles of Association of the Company (incorporated by reference to Exhibit 3.1 to the
Company’s Form F-1 (file no. 333-170674) filed on December 15, 2010)
Warrant Agreement by and between the Company and the warrant agent (incorporated by reference to Exhibit 4.1 of the Company’s Form
6-K filed on February 18, 2010)
Amendment No. 1 to the Warrant Agreement (incorporated by reference to Exhibit 4.1 of the Company’s Form 6-K filed on March 16,
2010)
Unit Purchase Option issued to the underwriter in the Company’s initial public offering (incorporated by reference to Exhibit 4.6 to the
Company’s Form S-1 (file no. 333-146147) filed February 1, 2008)
Escrow Agreement by and among escrow agent, the shareholders of Honesty Group and the initial sponsors of the Company (incorporated
by reference to Exhibit 4.6 to the Company’s Form F-1 (file no. 333-146147) filed August 5, 2010)
Amendment No 1 to Escrow Agreement dated April 17, 2012 among escrow agent, the former shareholder of Honesty Group, the initial
sponsors of the Company and SGOCO Group, Ltd. (incorporated by reference to Exhibit 2.5 to the Company’s Form 20-F (file no. 001-
35016) filed August 30, 2012)
Sponsors Agreement, dated as of February 12, 2010, among Sun Zone Investments Limited, Sze Kit Ting, Robert Eu, W.R. Hambrecht +
Co., LLC, Hambrecht 1980 Revocable Trust, AEX Enterprises Limited, John Wang, Marbella Capital Partners LLC., Cannon Family
Irrevocable Trust and Shea Ventures LLC., and Hambrecht Asia Acquisition Corp. (incorporated by reference to Exhibit 10.16 to the
Company’s Form F-1 (file no. 333-146147) filed August 5, 2010)
Amendment No. 1 to Sponsors Agreement, dated as of March 11, 2010, among Sun Zone Investments Limited, Sze Kit Ting, Robert Eu,
W.R. Hambrecht + Co., LLC, Hambrecht 1980 Revocable Trust, AEX Enterprises Limited, John Wang, Marbella Capital Partners LLC.,
Cannon Family Irrevocable Trust and Shea Ventures LLC (incorporated by reference to Exhibit 10.17 to the Company’s Form F-1 (file no.
333-146147) filed August 5, 2010)
2.8
Amendment No 2 to Sponsor Agreement dated April 17, 2012 among Sun Zone Investments Limited, Sze Kit Ting Robert Eu, W.R.
Hambrecht + Co., LLC, Hambrecht 1980 Revocable Trust, AEX Enterprises Limited, John Wang, Marbella Capital Partners LLC., Cannon
Family Irrevocable Trust and Shea Ventures LLC., and SGOCO Group, Ltd. (incorporated by reference to Exhibit 2.8 to the Company’s
Form 20-F (file no. 001-35016) filed August 30, 2012)
2.9*
Amendment No 2 to Escrow Agreement dated February 26, 2013 among escrow agent, the former shareholder of Honesty Group, the
initial sponsors of the Company and SGOCO Group, Ltd.
2.10*
Amendment No 3 to Sponsor Agreement dated February 26, 2013 among Sun Zone Investments Limited, Sze Kit Ting Robert Eu, W.R.
Hambrecht + Co., LLC, Hambrecht 1980 Revocable Trust, AEX Enterprises Limited, John Wang, Marbella Capital Partners LLC., Cannon
Family Irrevocable Trust and Shea Ventures LLC., and SGOCO Group, Ltd.
- 65 -
4.1
4.2
4.3
4.4
4.5
8.1*
11.1
12.1*
12.2*
13.1*
15.1*
15.2*
15.3
Amended and Restated Employment Letter, effective as of April 1, 2010, between Mr. Burnette Or and the Company (incorporated by
reference to Exhibit 4.1 of the Company’s Form 6-K filed on May 18, 2010)
Employment Agreement between David Xu and SGOCO Group, Ltd. dated April 24, 2011 (incorporated by reference to Exhibit 4.3 to the
Company’s Form 20-F (file no. 001-35016) filed August 30, 2012)
English Translation of Business License for SGOCO (Fujian) Electronic Co., Ltd. (incorporated by reference to Exhibit 4.5 to the
Company’s Form 20-F (file no. 001-35016) filed August 30, 2012)
English Translation of Business License for Beijing SGOCO Image Technology Co., Ltd. (incorporated by reference to Exhibit 4.6 to the
Company’s Form 20-F (file no. 001-35016) filed August 30, 2012)
Sale and Purchase Agreement dated November 15, 2011, by and between Apex Flourish Group Limited and SGOCO Group, Ltd.
(incorporated by reference to Exhibit 4.7 to the Company’s Form 20-F (file no. 001-35016) filed August 30, 2012)
List of Subsidiaries
SGOCO Group, Ltd.’s Code of Ethics and Conduct (incorporated by reference to Exhibit 99.1 to the Company’s Form F-1 (file no. 333-
170674) filed December 15, 2010)
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Consent of Crowe Horwath (HK) CPA Limited
Consent of Frazer Frost LLP
Letter dated August 24, 2012 of Grant Thornton, China as required by Item 16F of Form 20-F (incorporated by reference to Exhibit 15.3 to
the Company’s Form 20-F (file No. 001-35016) filed August 30, 2013).
* Filed herewith
- 66 -
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the
undersigned to sign this Annual Report on its behalf.
SIGNATURE
Date: April 19, 2013
SGOCO Group, Ltd.
/s/ Burnette Or
By:
Name: Burnette Or
Title: President and Chief Executive Officer
- 67 -
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
SGOCO Group, Ltd.
We have audited the accompanying consolidated balance sheets of SGOCO Group, Ltd. (“Company”) and subsidiaries as of December 31, 2012 and 2011 and
the related consolidated statements of income and other comprehensive income, stockholders’ equity and cash flows for each of the years in the two-year
period ended December 31, 2012. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion
on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of the Company’s internal control over financial reporting. Our audit included consideration of
internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit
includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial positions of the
Company and subsidiaries as of December 31, 2012 and 2011 and the consolidated results of their operations and cash flows for each of the years in the two-
year period ended December 31, 2012, in conformity with U.S. generally accepted accounting principles.
/s/ Crowe Horwath (HK) CPA Limited
Hong Kong, China
April 19, 2013
- 68 -
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
SGOCO Group, Ltd.
We have audited the accompanying consolidated balance sheets of SGOCO Group, Ltd. and Subsidiaries (the “Company”) as of December 31, 2010 and
2009, and the related consolidated statements of income and other comprehensive income, shareholders’ equity, and cash flows for each of the years in the
three years period ended December 31, 2010. The Company’s management is responsible for these consolidated financial statements. Our responsibility is to
express an opinion on these consolidated financial statements based on our audits.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The
Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of
internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also
includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting
principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of
December 31, 2010 and 2009, and the results of its operations and its cash flows for each of the years in the three years period ended December 31, 2010 in
conformity with accounting principles generally accepted in the United States of America.
/s/ Frazer Frost, LLP
Brea, California
April 28, 2011
- 69 -
SGOCO GROUP, LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2012 AND 2011
(In thousands except share and per share data)
ASSETS
CURRENT ASSETS
Cash
Accounts receivable, net
Other receivables and prepayments
Consideration receivable from Sale of Honesty Group
Inventories
Advances to suppliers
Other current assets
Total current assets
PLANT AND EQUIPMENT, NET
Total assets
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Short-term loan
Accounts payable, trade
Accrued liabilities
Short-term loan - shareholder
Other payables
Customer deposits
Taxes payable
Total current liabilities
OTHER LIABILITIES
Warrant derivative liability
Total liabilities
Commitment and contingencies
SHAREHOLDERS' EQUITY
Preferred stock, $0.001 par value, 1,000,000 shares authorized, nil issued and outstanding as of
December 31, 2012 and December 31, 2011
Common stock, $0.001 par value, 50,000,000 shares authorized, 17,465,356 and 17,258,356 shares
issued and outstanding as of December 31, 2012 and 2011, respectively
Paid-in-capital
Statutory reserves
Retained earnings
Accumulated other comprehensive income
Total shareholders' equity
Total liabilities and shareholders' equity
The accompanying notes are an integral part of these consolidated financial statements.
F-1
2012
2011
11,548
59,355
169
-
5,725
28,511
78
105,386
261
105,647
6,230
12,038
156
209
379
1,155
7,147
27,314
535
19,680
757
57,478
1,864
4,609
60
84,983
218
85,201
-
4,609
353
209
344
153
5,552
11,220
18
93
27,332
11,313
-
17
24,828
401
53,044
25
78,315
105,647
-
17
24,555
54
49,178
84
73,888
85,201
SGOCO GROUP, LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND OTHER COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010
(In thousands except share and per share data)
REVENUES:
Revenues
Revenues - related parties
Total revenues
COST OF GOODS SOLD:
Cost of goods sold
Cost of goods sold - related parties
Total cost of goods sold
GROSS PROFIT
OPERATING EXPENSES:
Selling expenses
General and administrative expenses
Total operating expenses
INCOME FROM OPERATIONS
OTHER INCOME (EXPENSES):
Interest income
Interest expense
Other income (expense), net
Change in fair value of warrant derivative liability
Gain from disposal of subsidiaries
Total other expenses, net
INCOME BEFORE PROVISION FOR INCOME TAXES
PROVISION FOR INCOME TAXES
NET INCOME
OTHER COMPREHENSIVE INCOME (LOSS):
Foreign currency translation adjustment
Realization of foreign currency translation gain relating to disposal of subsidiaries
COMPREHENSIVE INCOME
EARNINGS PER SHARE:
Basic
Diluted
2012
2011
2010
166,701
-
166,701
154,221
-
154,221
313,136
-
313,136
279,399
-
279,399
204,683
12,618
217,301
174,316
10,286
184,602
12,480
33,737
32,699
670
5,322
5,992
6,488
8
(61)
(130)
75
-
(108)
6,380
2,167
4,213
(59)
-
4,154
0.25
0.25
1,706
5,779
7,485
700
6,443
7,143
26,252
25,556
288
(2,074)
(248)
925
127
(982)
25,270
8,651
16,619
84
(3,815)
12,888
1.03
1.02
90
(1,021)
(892)
(287)
-
(2,110)
23,446
3,514
19,932
1,772
-
21,704
2.13
1.86
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING:
Basic
Diluted
17,059,575
17,059,575
16,086,598
16,288,242
9,354,186
10,705,957
The accompanying notes are an integral part of these consolidated financial statements.
F-2
SGOCO GROUP, LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
(In thousands except share data)
Ordinary Shares
Retained Earnings
BALANCE, January 1, 2010
Shares issued for recapitalization
Shares placed in escrow
Shareholder contribution
Shares issued for secondary offering
Reclassification of warrants to derivative liabilities
Reclassification of put options to derivative liabilities (Note 13)
Net income
Appropriations to statutory reserves
Foreign currency translation adjustment
BALANCE, December 31, 2010
Shares issued for exercise of over allotment related to secondary
offering
Shares repurchased and cancelled pursuant to the Put Option
(Note 13)
Net income
Appropriations to statutory reserves
Realization of foreign currency translation gain relating to
disposal of subsidiaries
Reclassification of statutory reserves upon disposal of
subsidiaries
Foreign currency translation adjustment
BALANCE, December 31, 2011
Shares issued for equity compensation plan
Net income
Appropriations to statutory reserves
Foreign currency translation adjustment
BALANCE, December 31, 2012
Shares
14,300,000
1,027,933
766,823
-
1,333,333
-
-
-
-
-
17,428,089
80,267
(250,000)
-
-
-
-
-
17,258,356
207,000
-
-
-
17,465,356
Par Value
14
1
1
-
1
-
-
-
-
-
17
-
-
-
-
-
-
-
17
-
-
-
-
17
Paid-in
Capital
17,264
4,502
-
367
5,293
(1,244)
(2,000)
-
-
-
24,182
373
-
-
-
-
-
-
24,555
273
-
-
-
24,828
Statutory
Reserves
1,287
-
-
-
-
-
-
-
2,274
-
3,561
-
-
-
2,131
-
(5,638)
-
54
-
-
347
-
401
Unrestricted
11,394
-
-
-
-
-
-
19,932
(2,274)
-
29,052
-
-
16,619
(2,131)
-
5,638
49,178
-
4,213
(347)
-
53,044
The accompanying notes are an integral part of these consolidated financial statements.
Accumulated
Other
Comprehensive
Income
2,043
-
-
-
-
-
-
-
-
1,772
3,815
-
-
-
-
(3,815)
-
84
84
-
-
-
(59)
25
Total
32,002
4,503
1
367
5,294
(1,244)
(2,000)
19,932
-
1,772
60,627
373
-
16,619
-
(3,815)
-
84
73,888
273
4,213
-
(59)
78,315
F-3
SGOCO GROUP, LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010
(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income
Adjustments to reconcile net income to cash provided by (used in) operating activities:
2012
2011
2010
4,213
16,619
19,932
Depreciation
Amortization
Bad debt provision
Change in fair value of warrant derivative liability
Share-based compensation expenses
Gain from disposal of subsidiaries
Change in operating assets
Accounts receivable, trade
Accounts receivable - related parties
Other receivables and prepayments
Inventories
Advances to suppliers
Advances to suppliers-related party
Other current assets
Change in operating liabilities
Accounts payable, trade
Accrued liabilities
Other payables
Other payables - related parties
Customer deposits
Customer deposits - related parties
Taxes payable
Net cash (used in) provided by operating activities
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from disposal of subsidiaries, net of cash disposed of $3,440
Purchase of equipment and construction-in-progress
Purchase of intangible assets
Proceeds from the disposal of plant and equipment and intangible assets
Cash received from legal acquirer
Net cash provided by (used in) investing activities
F-4
69
-
-
(75)
273
-
(39,496)
-
587
34,557
(23,797)
-
(16)
7,390
(198)
34
-
997
-
1,575
(13,887)
18,734
(106)
-
-
-
18,628
1,369
91
191
(925)
-
(127)
(19,428)
50
(7,988)
1,160
(101,731)
-
(12)
31,772
390
9,789
-
5,544
-
5,008
(58,228)
(2,226)
(1,021)
(2)
2
-
(3,247))
1,506
105
1,947
287
-
-
(37,510)
(48)
(262)
(12,814)
(10,681)
9,027
259
27,638
(130)
(1,542)
(235)
2,735
(338)
1,604
1,480
-
(3,564)
(6)
-
6
(3,564))
SGOCO GROUP, LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010 - Continued
(In thousands)
2012
2011
2010
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in restricted cash
Proceeds from bank overdrafts
Payments on bank overdrafts
Notes payable
Proceeds from government
Proceeds from short-term loan
Payments on short-term loan
Shareholder contribution
Proceeds from shareholder loan
Payments on shareholder loan
Proceeds from recapitalization
Payments of recapitalization cost
Repayments on shareholder promissory notes
Proceeds from shares issuance
Payments of financing costs
Payments on repurchase of shares pursuant to Put Option
Payments on repurchase of warrants
Shares issued for exercise of over allotment related to secondary offering
Net cash provided by (used in) financing activities
EFFECT OF EXCHANGE RATE ON CASH
INCREASE (DECREASE) IN CASH
CASH, beginning of year
CASH, end of year
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest
Cash paid for income taxes
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING
ACTIVITIES
Settlement of consideration receivable – received in finished goods
Settlement of consideration receivable offset against
- Purchase deposits to Honesty Group
- Payable to Honesty Group
Consideration receivable from the Sale of Honesty Group
-
-
-
-
-
6,230
-
-
-
-
-
-
-
-
-
-
-
-
6,230
42
(19,413)
7,304
(7,539)
40,899
-
102,258
(81,516)
-
-
(2,336)
-
-
-
-
-
(2,000)
(512)
373
37,518
998
11,013
(22,959)
535
23,494
11,548
535
61
575
2,074
4,051
38,397
-
-
-
8,925
(1,772)
10,156
57,478
(731)
10,350
(9,618)
6,824
1,163
30,512
(32,056)
367
2,545
-
5,388
(666)
(100)
5,595
(300)
-
-
-
19,273
497
17,686
5,808
23,494
1,021
1,986
-
-
-
-
The accompanying notes are an integral part of these consolidated financial statements.
F-5
SGOCO GROUP, LTD AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010
(In thousands of U.S. dollars, except for shares and per share data)
Note 1 - Organization and description of business
SGOCO Group, Ltd., formerly known as Hambrecht Asia Acquisition Corp. (the “Company” or “we”, “our” or “us”) was incorporated under Cayman
Islands’ law on July 18, 2007. The Company was formed as a blank check company for the purpose of acquiring one or more operating businesses in the PRC
through a merger, stock exchange, asset acquisition or similar business combination or control through contractual arrangements.
The Company completed its initial public offering (“IPO”) of units consisting of one ordinary share and one warrant to purchase one ordinary share in March
12, 2008. On March 12, 2010, the Company completed a share-exchange transaction with Honesty Group Holdings Limited (“Honesty Group”) and its
shareholders, and Honesty Group became a wholly-owned subsidiary of the Company (the “Acquisition”). On the closing date, the Company issued
14,300,000 of its ordinary shares to Honesty Group in exchange for 100% of the capital stock of Honesty Group. Prior to the share-exchange transaction, the
Company had 5,299,126 ordinary shares issued and outstanding. After the share-exchange transaction, the Company had 16,094,756 ordinary shares issued
and outstanding.
The share-exchange transaction was accounted for as reorganization and recapitalization of Honesty Group. As a result, the consolidated financial statements
of the Company (the legal acquirer) were, in substance, those of Honesty Group (the accounting acquirer), with the assets and liabilities, and revenues and
expenses, of the Company being included effective from the date of the share-exchange transaction. There was no gain or loss recognized based 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.
Honesty Group is a limited liability company registered in Hong Kong on September 13, 2005. It directly owns 100% of Guanke (Fujian) Electron
Technological Industry Co., Ltd. (“Guanke”), Guanwei (Fujian) Electron Technological Co., Ltd. (“Guanwei”), and Guancheng (Fujian) Electron
Technological Industry Co., Ltd. (“Guancheng”). Guanke, Guanwei and Guancheng are limited liability companies established in Jinjiang City, Fujian
Province under the corporate laws of the PRC, which were primary engaged in manufacturing LCD consumer products including LCD PC monitors, LCD
TVs, LED back-light modules and application-specific LCD systems. Prior to the Sale of Honesty Group in November 2011, Guanke was the main operating
entity of the Company and manufactured the LCD products for the Company’s distribution.
SGOCO International (HK) Limited, a limited liability company registered in Hong Kong, or “SGOCO International,” is a wholly owned subsidiary of
SGOCO.
On February 22, 2011, SGO Corporation (“SGO”) 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 for the purpose of marketing, sales and distribution of SGOCO’s high quality LCD/LED
products in America. SGO commenced sales in June 2012.
On July 28, 2011, SGOCO (Fujian) Electronic Co., Ltd. (“SGOCO (Fujian)”), a limited liability company under the laws of the PRC was established by
SGOCO International for the purpose of conducting LCD/LED monitor and TV product-related design, brand development and distribution.
On November 15, 2011, the Company entered into a Sale and Purchase Agreement (“SPA”) to sell its 100% ownership interest in Honesty Group to Apex for
$76,000 in total consideration. Prior to the transaction, Honesty Group transferred contracts and assets essential to the Company’s product research and
development, branding and distribution to SGOCO International, a wholly-owned subsidiary of the Company established in July 2011, and its PRC operating
subsidiary, SGOCO (Fujian). Through these transactions, the Company aims to transition SGOCO from a heavy-asset business model to a “light-asset”
business model with greater flexibility and scalability.
Following the Sale of Honesty Group, the Company has outsourced its manufacturing operations to Honesty Group and other
suppliers. The decision to outsource will not eliminate the related operations and cash flows from the ongoing operations of the Company. The Company
ceased consolidating the financial statements of Honesty Group. Honesty Group is now a third-party supplier to the Company and the Company does not have
any significant benefits or liability from the operating results of Honesty Group except the normal risk with any major vendor. Management has performed an
analysis and concluded Honesty Group is not a VIE as of the reporting date.
F-6
Pursuant to the Sale and Purchase Agreement, Apex assumed the Company’s obligations to pay up the remaining capital of $8,750 in Guanwei and to pay the
remaining balance of approximately $14,000 of the commitment to the Fujian Jinjiang government to invest in the Guanke Technology Park. There can be no
assurances that Chinese governmental authorities will not assert an obligation of SGOCO to pay the unpaid capital into Guanwei or the remaining investment
in Guanke Technology Park, if Apex fails to do so.
In addition, the SPA required that for three years from the date of sale, Honesty Group must continue to provide SGOCO with products and services in the
same or substantially similar manner as it did immediately prior to the completion of the transaction unless otherwise directed by SGOCO. The SPA also
provided SGOCO with a right of first refusal for a period of five years from the date of sale to purchase from Apex any material rights or interests in Honesty
Group’s shares or assets before Apex offered to transfer such rights or interests to a third party.
Pursuant to the Sale and Purchase Agreement, the $76,000 in total consideration was to be paid in installments over a period of five months. As of May 31,
2012, the company received the full amount of the consideration, of which:
-
-
-
-
-
cash of $1,213 was received before December 31, 2011;
cash of $18,734 was received after December 31, 2011;
purchase deposits paid to Honesty Group of $1,772 and payables to Honesty Group of $10,156 at the time of disposal were offset;
goods of $8,925 were received before December 31, 2011; and
goods of $38,397 were received after December 31, 2011.
The accounting gain from the disposal of Honesty Group was $127 based on the disposal date of November 30, 2011 when management deemed SGOCO lost
operating control over Honesty Group and its subsidiaries.
Following the Sale of Honesty Group, Honesty Group remained a major manufacturer of the Company’s products.
On December 26, 2011, SGOCO International established a wholly owned subsidiary, Beijing SGOCO Image Technology Co. Ltd. (“Beijing SGOCO”), 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.
The Company has relocated its corporate headquarters from Jinjiang City, Fujian Province to Beijing, China and focused on building out its institutional sales
and distribution network with particular emphasis on the high-margin application-specific products.
The Company is focused on designing innovative products and developing its own-brands for sale in the Chinese flat-panel display market. Its main products
are LCD/LED monitors, TVs and other application-specific products. The Company intends to offer high quality LCD/LED products under brands that it
controls and licenses such as “SGOCO”, “No. 10,” “POVIZON,” “TCL,” and “Founder” to consumers residing in China’s Tier 3 and Tier 4 cities. The
company is also distributing the LCD/LED products to the international markets. During the years ended 31 December, 2012, 2011 and 2010, the company
derived net revenue of $3,588, nil and nil from sales of TCL brand products. No sales were earned from “Founder” brand products during the 3 years ended
December 31, 2012.
On April 1, 2012, we contracted with TCL Business System Technology (Huizhou) Co. Ltd. to be the exclusive distributor in China for TCL brand display
products. This agreement effectively replaces the June 2010 agreement signed with TCL Business System Technology (Huizhou) Co. Ltd. The agreement will
expire on April 1, 2015. TCL may terminate the contract if the Company fails to meet the sales targets as stated in the agreement. Brand licensing fees are to
be paid to TCL based on sales. The Company was unable to meet the sales target for 2012 but TCL continued with the agreement.
On January 1, 2012, a sales and branding licensing agreement was signed between SGOCO (Fujian) and Shanghai Beida Founder Technology Computer
Systems Co. Ltd. Shenzhen Branch. This agreement provided SGOCO the exclusive sales and distribution rights for Founder brand televisions in China for
one year. There is no minimum sales target and the licensing fees will be paid to Founder based on sales. The Company did not generate any sales under this
agreement in 2012. The agreement expired by year end of 2012. SGOCO uses its own trademark “SGOCO” for its televisions in China since then.
Note 2 - Accounting policies
Basis of presentation and principle of consolidation
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of
America (“U.S. GAAP”), and include the financial statements of the Company and all its majority-owned subsidiaries that require consolidation. All material
intercompany transactions and balances have been eliminated in the consolidation. The following entities were consolidated as of December 31, 2012:
SGOCO
SGOCO International
SGOCO (Fujian)
Beijing SGOCO
SGO
Place incorporated
Cayman Island
Hong Kong
Jinjiang City, China
Beijing, China
Delaware, USA
Ownership percentage
Parent Company
100%
100%
100%
100%
F-7
Use of estimates
Preparing consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions affecting the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. The more significant areas requiring using management’s estimates and assumptions relate to the collectability of
its receivables and the fair value and accounting treatment of certain financial instruments. Management bases its estimates on historical experience and on
various other assumptions that are believed to be reasonable under the circumstances. Accordingly, actual results may differ significantly from these
estimates. In addition, different assumptions or circumstances could reasonably be expected to yield different results.
Cash and cash equivalents
For purposes of the cash flow statements, the Company considers all highly liquid investments with original maturities of three months or less at the time of
purchase to be cash equivalents. Cash includes 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.
Accounts receivable, trade and other receivables
Receivables include trade accounts due from customers and other receivables such as cash advances to employees, related parties and third parties.
Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentration, customer credit worthiness, current
economic trends and changes in customer payment patterns to determine if the allowance for doubtful accounts is adequate. An estimate for doubtful accounts
is made when collection of the full amount is no longer probable. Delinquent account balances are written-off after management has determined that the
likelihood of collection is not probable and known bad debts are written off against the allowance for doubtful accounts when identified. As of March 31,
2013, 77% accounts receivable aged over 90 days from December 31, 2012 had been collected. Management believes that the remaining accounts receivable
are collectable. As of December 31, 2012 and 2011, there was no allowance for uncollectible accounts receivable.
Certain of the Company’s accounts receivable are sold with recourse to banks in Hong Kong. The sales of these receivables have
been accounted for as short-term loans, as the Company has not met the criteria for sale treatment in accordance with Accounting
Standards Codification (ASC) 860-30, Transfers and Servicing - Secured Borrowing and Collateral. The principal amount of the
accounts receivable sold with recourse is included in both accounts receivable, net and short-term loan until the underlying
obligations are ultimately satisfied through payment by the customers to the banks. As of December 31, 2012 and 2011, the
principal amount of such factored receivable included in accounts receivable, net and short-term loan in the accompanying
consolidated balance sheets totaled $6.2 million and nil, respectively.
Inventories
Inventory is composed of raw materials, mainly parts for assembly of LCD /LED products and finished goods. Inventory is valued at the lower of cost or
market value using the weighted average method. Management reviews inventories for obsolescence and compares the cost of inventory with the market
value at least once a year. An allowance is made for writing down the inventory to its market value, if it is lower than cost.
F-8
Plant and equipment
Plant and equipment is stated at cost less accumulated depreciation and accumulated impairment losses, if any. Expenditures for maintenance and repairs are
charged to earnings as incurred. Major additions are capitalized. When assets are retired or otherwise disposed of, the related cost and accumulated
depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation of plant and equipment is provided using
the straight-line method for substantially all assets with estimated lives as follows:
Leasehold improvements
Machinery equipment
Vehicles and office equipment
Government grants
Estimated
Useful Life
Over the lease term
5-10 years
5 years
The Company was entitled to receive grants from the PRC municipal government due to its operation in the high and new technology business sector before
disposal of Honesty Group. For the years ended December 31, 2012, 2011 and 2010, the Company received grants of nil, $973, and $1,193, respectively, from
the PRC municipal government. Grants received from the PRC municipal government in 2010 could be used for enterprise development and technology
innovation purposes. The government grants received during the 2010 were recognized in the accompanying consolidated balance sheets as a reduction of
cost of the assets acquired and buildings constructed. The grants that the Company received in 2011 did not have specific requirement of usage or other
condition, and they were recorded as other income upon receipt.
Impairment of long-lived assets
The Company evaluates long lived assets, including equipment, for impairment at least once per year and whenever events or changes in circumstances
indicate that the carrying value may not be recoverable from its estimated future cash flows. Recoverability of intangible assets and other long-lived assets is
measured by comparing their net book value to the related projected undiscounted cash flows from these assets, considering a number of factors including
past operating results, budgets, economic projections, market trends and product development cycles. If the net book value of the asset exceeds the related
undiscounted cash flows, the asset is considered impaired and an impairment loss equal to an amount by which the carrying value exceeds the fair value of the
asset is recognized. As of December 31, 2012 and 2011, management believes there was no impairment of long-lived assets.
Derivative liability
Derivative liabilities, which include public and private warrants, a put option and underwriter options, are recorded on the consolidated balance sheet as a
liability at their fair value. The Company accounts for derivative liabilities in accordance with an accounting standard regarding “Instruments that are Indexed
to an Entity’s Own Stock”. This accounting standard specifies that a contract that would otherwise meet the definition of a derivative but is both (a) indexed
to the Company’s own stock and (b) classified in stockholders’ equity in the statement of financial position would not be considered a derivative financial
instrument. It provides a new two-step model to be applied in determining whether a financial instrument or an embedded feature is indexed to an issuer’s
own stock and thus able to qualify for the scope exception within the standards.
Prior to the Acquisition, warrants issued were treated as equity. As a result of the Acquisition, the derivative was no longer provided equity treatment because
the strike price of the warrants is denominated in U.S. Dollars, a currency other than the Company’s functional currency which is the Chinese Renminbi
(“RMB”). Therefore, warrants are not considered indexed to the Company’s own stock, and as such, all future changes in the fair value of these warrants will
be recognized currently in earnings until such time as the warrants are exercised or expire. The Company reclassified the fair value of these warrants, which
have the dual-indexed feature, from equity to liability.
The Company accounts for the put option agreement in accordance with the accounting standards regarding certain financial instruments with characteristics
of both liabilities and equity. The put option agreement obligated the Company to purchase such shares. As the result, the Company treated the put option as a
liability.
F-9
Fair value of financial instruments
The Company’s financial instruments primarily consist of cash and cash equivalents, accounts receivable and payable, other receivables and payables,
advance to Honesty Group, advances to suppliers, short-term loans, and customer deposits.
As of the balance sheet dates, the estimated fair value of these financial instruments were not materially different from their carrying values as presented due
to the short maturities of these instruments and that the interest rates on the borrowings approximate those that would have been available for loans for similar
remaining maturity and risk profile at the respective reporting periods.
The accounting standards regarding fair value of financial instruments and related fair value measurements define financial instruments and require fair value
disclosures of those financial instruments. The fair value measurement accounting standard defines fair value, establishes a three-level valuation hierarchy for
disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The carrying amounts reported in the balance sheets for
current assets and current liabilities qualifying as financial instruments are a reasonable estimate of fair value because of the short period of time between the
origination of such instruments and their expected realization and their current market rate of interest. The three levels are defined as follows:
• Level 1
• Level 2
• Level 3
inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are
observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.
inputs to the valuation methodology are unobservable and significant to the fair value.
The following table sets forth by level within the fair value hierarchy our financial assets and liabilities that were accounted for at fair value on a recurring
basis:
Warrant derivative liability
$
18 $
12 $
6 $
Carrying Value at
December 31, 2012
Fair Value Measurement at
December 31, 2012
Level 2
Level 1
Level 3
Warrant derivative liability
$
93 $
Carrying Value at
December 31, 2011
Level 1
Fair Value Measurement at
December 31, 2011
Level 2
63 $
30 $
Level 3
-
-
A discussion of the valuation techniques used to measure fair value for the liabilities listed above and activity for these liabilities for the year ended December
31, 2012, is provided in Note 11.
As of December 31, 2012 and 2011, there was no asset or liability measured at fair value on a non-recurring basis.
Comprehensive income
U.S. GAAP generally requires that recognized revenue, expenses, gains and losses be included in net income or loss. Although certain changes in assets and
liabilities are reported as separate components of the equity section of the consolidated balance sheet, such items, along with net income, are components of
comprehensive income or loss. The components of other comprehensive income or loss consist of foreign currency translation adjustments net of realization
of foreign currency translation gain relating to disposal of subsidiaries.
Revenue recognition
The Company’s 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 were no sales returns during the years ended
December 31, 2012, 2011 and 2010.
F-10
Income taxes
The Company accounts for income taxes in accordance with the accounting standard issued by the Financial Accounting Standard Board (“FASB”) for
income taxes. Under the asset and liability method as required by this accounting standard, deferred income taxes are recognized for the tax consequences of
temporary differences by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts and
the tax bases of existing assets and liabilities. The charge for taxation is based on the results for the reporting period as adjusted for items which are non-
assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date. The effect on deferred
income taxes of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recognized if it is more
likely than not that some portion, or all of, a deferred tax asset will not be realized. There was no deferred tax amount as of December 31, 2012 and 2011.
Under the accounting standard regarding accounting for uncertainty in income taxes, a tax position is recognized as a benefit only if it is “more likely than
not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest
amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax
benefit is recorded. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the year incurred. No
material penalties or interest relating to income taxes have been incurred during the years ended December 31, 2012, 2011 and 2010. U.S. GAAP also
provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosures and transition.
According to the PRC Tax Administration and Collection Law, the statute of limitations is three years if the underpayment of taxes is due to computational
errors made by the taxpayer or its withholding agent. The statute of limitations extends to five years under special circumstances, which are not clearly
defined. In the case of a related party transaction, the statute of limitations is ten years. There is no statute of limitations in the case of tax evasion.
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) (“Circular 698”), a non-PRC Tax Resident Enterprise is subject to the PRC EIT on the taxable gain
arising from a sale of transfer of any intermediate offshore company which directly or indirectly holds an interest, including any assets, subsidiaries, or other
forms of business operations, in the PRC, or otherwise stipulated in an applicable tax treaty or arrangement. Circular 698 applies to all transactions conducted
on or after January 1, 2008.
In addition to the above, after the EIT Law and its Implementing Rules were promulgated, the State Administration of Taxation released several regulations to
stipulate more details for carrying out the EIT Law and its Implementing Rules. These regulations include:
1.
2.
3.
Notice of the State Administration of Taxation on the Issues Concerning the Administration of Enterprise Income Tax Deduction and Exemption
(2008);
Notice of the State Administration of Taxation on Intensifying the Withholding of Enterprise Income Tax on Non-resident Enterprises’ Interest
Income Sourcing from China (2008);
Notice of the State Administration of Taxation on Several Issues Concerning the Recognition of Incomes Subject to the Enterprise Income Tax
(2008);
4.
Opinion of the State Administration of Taxation on Strengthening the Administration of Enterprise Income Tax (2008);
5.
Notice of the Ministry of Finance and State Administration of Taxation on Several Preferential Policies regarding Enterprise Income Tax (2008);
6.
Interim Measures for the Administration of Collection of Enterprise Income Tax on the Basis of Consolidation of Trans-regional Business Operations
(2008); and
7.
Several Issues Concerning the Enterprise Income Tax Treatment on Enterprise Reorganization (2009).
Operating leases
Leases where substantially all the rewards and risks of ownership of assets remain with the leasing company are accounted for as operating leases. Payments
made under operating leases are charged to the statements of income on a straight-line basis over the lease periods.
F-11
Advertising costs
The Company expenses the cost of advertising as incurred in selling products. The Company had no advertising costs incurred for the years ended December
31, 2012, 2011 and 2010.
Shipping and handling
Shipping and handling cost incurred to ship finished products to customers are included in selling expenses. Shipping and handling expenses for the years
ended December 31, 2012, 2011 and 2010, amounted to $327, $392 and $334, respectively.
Research and development costs
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, 2012, 2011 and 2010 amounted to $244, $319 and $118,
respectively.
Earnings per share
The Company reports earnings per share in accordance with the provisions of FASB’s related accounting standard. This standard requires presentation of
basic and diluted earnings per share and disclosure of the methodology used in computing such earnings per share. Basic earnings per share exclude dilution
and is computed by dividing income available to common stockholders by the weighted average common shares outstanding during the period. Diluted
earnings per share takes into account the potential dilution that could occur if securities or other contracts to issue common stock were exercised and
converted into common stock. Dilution is computed by applying the treasury stock method. Under this method, option and warrants were assumed to be
exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the
average market price during the period.
Share-based compensation
The Company accounts for equity instruments issued in exchange for the receipt of goods or services from directors and 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.
Equity instruments (i.e., the stock shares) were granted to employees on January 1, 2012 as one-time bonuses for the Company’s successful up-listing on the
NASDAQ Global Market. Costs are measured at the fair value of the equity instruments granted at or close to the grant date.
Foreign currency translation
The reporting currency of the Company is the U.S. Dollar. The functional currency of the Company and its PRC subsidiaries is the RMB. The functional
currency of its Hong Kong subsidiary SGOCO International is the U.S. Dollar. Results of operations and cash flow are translated at average exchange rates
during the period, and assets and liabilities are translated at the unified exchange rate as quoted by the People’s Bank of China at the end of the period. Capital
accounts are translated at their historical exchange rates when the capital transaction occurred. Translation adjustments resulting from this process are
included in accumulated other comprehensive income. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in
a currency other than the functional currency are included in the results of operations as incurred.
The balance sheet amounts with the exception of equity were translated at RMB6.29 and RMB6.30 to $1.00 at December 31, 2012 and 2011, 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, 2012, 2011 and 2010 were RMB6.31, RMB6.46 and RMB6.76 to $1.00, respectively.
F-12
Recent accounting pronouncements
In December 2011, the FASB issued an update regarding disclosures about offsetting assets and liabilities: The amendments in this update are intended to
enhance disclosures required by U.S. GAAP by requiring improved information about financial instruments and derivative instruments that are either (1)
offset in accordance with applicable accounting guidance, or (2) subject to an enforceable master netting arrangement or similar agreement, irrespective of
whether they are offset in accordance with applicable accounting guidance. This information is intended to enable users of an entity’s financial statements to
evaluate the effect or potential effect of netting arrangements on an entity’s financial position, including the effect or potential effect of rights of setoff
associated with certain financial instruments and derivative instruments in the scope of this update. An entity is required to apply the amendments for annual
reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. An entity should provide the disclosures required by
those amendments retrospectively for all comparative periods presented. The adoption of this update is not expected to have a significant effect on the
Company’s consolidated financial statements.
In February 2013, the FASB issued an update regarding comprehensive income. The objective of this update is to improve the reporting of reclassifications
out of accumulated other comprehensive income. The amendments in this update seek to attain that objective by requiring an entity to report the effect of
significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amount being reclassified is
required under U.S. GAAP to be reclassified in its entirety to net income. For other amounts that are not required under U.S. GAAP to be reclassified in their
entirety to net income in the same reporting period, an entity is required to cross-reference other disclosures required under U.S. GAAP that provide
additional detail about those amounts. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is
reclassified to a balance sheet account (for example, inventory) instead of directly to income or expense in the same reporting period. For public entities, the
amendments are effective prospectively for reporting periods beginning after December 15, 2012. Early adoption is permitted. The adoption of this update is
not expected to have a significant effect on the Company’s consolidated financial statements.
Note 3 – Business acquisition
On February 12, 2010, the Company entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Honesty Group and its shareholders
to acquire all of the outstanding capital stock of the Honesty Group (“Acquisition”). On March 12, 2010, the Company completed the Acquisition and
resulted in the shareholders of Honesty Group obtaining a majority of the voting interest in the Company. U.S. GAAP require that Honesty Group, whose
shareholders retain the majority voting interest in the combined business, be treated as the acquirer for accounting purposes. After the Share Exchange, the
Company had 16,094,756 ordinary shares issued and outstanding, and Honesty Group’s shareholders owned approximately 88.9% of the issued and
outstanding shares. Although Honesty Group was deemed to be the acquiring company for accounting and financial reporting purposes, the legal status of the
Company as the surviving corporation did not change. Since the Company did not have any assets with operating substance except cash and short-term
investments prior to the transaction, the Acquisition was accounted for as reorganization and recapitalization of Honesty Group. As a result, the consolidated
financial statements of the Company (the legal acquirer) is, in substance, those of Honesty Group (the accounting acquirer), with the assets and liabilities, and
revenues and expenses, of the Company being included effective from the date of the share-exchange transaction.
The Acquisition transaction utilized the capital structure of the Company. The assets and liabilities of Honesty Group were recorded at historical cost. The
outstanding stock of the Company prior to the share-exchange transaction was accounted at its net book value with no goodwill or other intangible being
recognized as a result of the acquisition. 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.
Following the closing of the share-exchange transaction, the gross amount of $5.4 million in the trust fund, established by the Company in connection with its
initial public offering, was distributed to Honesty Group. Acquisition-related costs incurred to affect the recapitalization were approximately $1.7 million, of
which $1.0 million was accounted for as expense for the year ended December 31, 2010.
At the closing, the Company issued 14.3 million ordinary shares to Honesty Group’s shareholders in exchange for 100% of the capital stock of Honesty
Group. Of the 14.3 million ordinary shares, 5.8 million shares were placed in escrow subject to the Company’s future performance and would be released as
follows:
1.
2.
3.
4.
5.0 million shares if Income from Existing Operations from the Company’s existing operation for the fiscal year of 2010 exceeds $15 million
excluding the cost incurred in connection with the Acquisition;
0.8 million shares if Income from Existing Operations from the Company’s existing operation for the fiscal year of 2011 exceeds $20 million
excluding the cost incurred in connection with the Acquisition;
5.8 million shares if the Company fails to meet the target for the fiscal year of 2010 but meets the target for the fiscal year of 2011; and
If neither target is met, the 5.8 million shares will be delivered to the Company for cancellation and returned to the status of authorized but unissued
shares.
F-13
Income from Existing Operations means the income from operations for Guanke derived from the financial information used to prepare the financial
statements for the Company, provided, however, costs incurred by the Company connected with the Acquisition or the formation, capitalization or
recapitalization of Hambrecht Asia Acquisition Corp. should not be treated an expense for any period in determining whether the target has been met.
Prior to the Share Exchange, the Sponsors (see Note 11) had 1,059,826 ordinary shares issued and outstanding, of which 124,738 shares were returned,
766,823 shares were placed in the escrow and will be released contingent on financial advisory and certain other services to be provided by the Sponsors, and
168,265 ordinary shares issued were outstanding.
Prior to the Share Exchange, public shareholders had 4,239,300 ordinary shares issued and outstanding, of which 2,147,493 shares were repurchased and
retired for an aggregate price of $17,286 and 1,232,139 shares were redeemed for an aggregate price of $9,838. After the closing, public shareholders had
859,668 shares outstanding. Total shares outstanding were 1,027,933.
As of December 31, 2010, 5,000,000 shares owned by the former shareholders of Honesty Group were no longer subject to cancellation based on the
satisfaction of the first Earn-Out Milestone. These shares were included in the diluted earnings per share computation starting October 1, 2010. Specifically,
340,810 shares owned by the Sponsors were no longer subject to cancellation based on services rendered.
As of December 31, 2011, an additional 800,000 shares owned by the former shareholders of Honesty Group were no longer subject to cancellation based on
the satisfaction of the second Earn-Out Milestone. These shares were included in the diluted earnings per share computation starting October 1, 2011.
Specifically, as of December 31, 2011, a further 20,517 shares owned by the Sponsors were no longer subject to cancellation based on services rendered.
There is no further change in the year ended December 31, 2012.
Real estate option agreement
As a condition to the Share Exchange Agreement, the Company entered into a real estate option agreement with the Company’s CEO, Mr. Burnette Or,
pursuant to which Mr. Or, or an entity led by him, has the option to purchase the land use rights and buildings at cost. After the Sale of Honesty Group in
November 2011, the option was cancelled by Mr. Or.
Note 4 - Accounts receivable, trade
Accounts receivable as of December 31, 2012 and 2011 consisted of the following:
Accounts receivable
2012
2011
$
59,355 $
19,680
During the years ended December 31, 2012, 2011 and 2010, the Company wrote off delinquent accounts receivable of nil, $191 and 1,947, respectively.
All of the Company’s customers are located in the PRC and Hong Kong. The Company provides credit in the normal course of business. The Company
performs ongoing credit evaluations of its customers and maintains allowances for doubtful accounts based on factors surrounding the credit risk of specific
customers, historical trends, and other information.
Note 5 - Other receivables and prepayments
Other receivables and prepayments as of December 31, 2012 and 2011 consisted of the following:
Value added tax and miscellaneous tax recoverable
Other prepayments
Other receivables and prepayments
Note 6 - Inventories
Inventories consisted of the following as of December 31, 2012 and 2011:
Finished goods
F-14
2012
2011
$
$
- $
169
169 $
551
206
757
2012
2011
$
5,725 $
1,864
Note 7 - Advances to Honesty Group and suppliers
Advances to Honesty Group and suppliers as of December 31, 2012 and 2011 consisted of the following:
Advances to Honesty Group
Advances to suppliers
Advances to Honesty Group and suppliers
The Company makes advances to Honesty Group and certain vendors for inventory purchases.
Note 8 - Plant and equipment, net
Plant and equipment consisted of the following as of December 31, 2012 and 2011:
Leasehold improvements
Machinery and equipment
Vehicles and office equipment
Total
Less: accumulated depreciation
Plant and equipment, net
2012
2011
9,408 $
19,103
28,511 $
-
4,609
4,609
2012
2011
29 $
436
81
546
(285)
261 $
-
434
-
434
(216)
218
$
$
$
$
Depreciation expense for the years ended December 31, 2012, 2011 and 2010 amounted to $69, $1,369 and $1,506, respectively.
For the years ended December 31, 2012, 2011 and 2010, interest expense of approximately nil, $8 and $254, respectively, were capitalized into construction
in progress.
Note 9 - Debt and credit facilities
Total interest incurred amounted to $61, $2,082 and $1,275 for the years ended December 31, 2012, 2011 and 2010, respectively.
With the Sale of Honesty Group, short-term loans remained with Honesty Group and its subsidiaries; SGOCO had no short-term loans outstanding and credit
facilities available as of December 31, 2012 and 2011 except for accounts receivables sold with recourse to banks in Hong Kong. The effective interest rates
and the amounts outstanding under these lines of credit and agreements at December 31, 2012 are presented in the following table. Such amounts are included
in short-term loan in the accompanying consolidated balance sheets.
Total short-term debt was as follows:
Receivables financing facilities, due for repayment within 4 months
Total short-term loan
See Note 17 for disclosure related to shareholder loan.
F-15
Interest
Rate(s)
December 31,
2012
December 31,
2011
1.8%-2.2%
$
$
6,230 $
6,230 $
-
-
Note 10 - Employee pension
Regulations in the PRC require the Company to contribute to a defined contribution retirement plan for all permanent employees. The PRC government is
responsible for the pension liability to these retired employees. The Company is required to make monthly contributions to the state retirement plan at 20% of
the base requirement for all permanent employees. Different geographic locations have different base requirements. Total pension expense incurred by the
Company was not significant for the years ended December 31, 2012, 2011 and 2010.
Note 11 – Warrant derivative liability
Public Warrants
In March 2008, the Company, then a special purpose acquisition corporation (“SPAC”), completed its IPO, in which it sold 4,239,300 units (consisting of one
ordinary share and one warrant) at $8.00 per unit. Those warrants (“Public Warrants”) issued in the IPO are publicly traded. Of the 4,239,300 Public Warrants
outstanding prior to the consummation of the Acquisition, holders of 2,673,273 Public Warrants elected to redeem the warrants for cash of $0.50 per warrant.
During the year of 2011, the Company bought back 967,177 public warrants through private negotiations for total consideration of $361 with an average price
$0.37 per warrant. As a result, 598,850 Public Warrants were outstanding at December 31, 2011 and 2012.
Those warrants are excisable at $8.00 per share with an expiration date of March 7, 2014. In the event that the last sale price of an ordinary share exceeds
$11.50 per share for any 20 trading days within a 30-trading day period, the Company has the option to redeem Public Warrants at a price of $0.01 per
warrant. These warrants are publicly traded and were valued at the quoted market price of $0.02 per warrant as of December 31, 2012.
Sponsors Warrants
In March 2008, the Company was also engaged in a private offering of 1,550,000 warrants of the Company to the original shareholders of the SPAC
(“Sponsors”). Prior to consummating the Share Exchange, those Sponsors agreed to return 1,300,000 of their Sponsor Warrants to purchase ordinary shares.
The remaining Sponsor Warrants to purchase 250,000 ordinary shares were transferred without consideration to an unaffiliated investment company, Pope
Investment II, LLC.
These warrants are not publicly traded and are excisable at $8.00 per share with an expiration date of March 7, 2014. If the last sale price of an ordinary share
exceeds $11.50 per share for any 20 trading days within a 30-trading day period, the Company has the option to redeem the warrants at a price of $0.01 per
warrant.
During 2011, the Company bought back 250,000 warrants from Pope Investment II, LLC for $125,000 with a price $0.50 per warrant. As a result, there were
no outstanding sponsor’s warrants as of December 31, 2011 and 2012.
Unit Options
Connected with the IPO in March 2008, the Company issued an option (“Unit Options”) on a total of 280,000 units with each unit consisting of one ordinary
share and one ordinary share warrant (“Representative Warrants”) to the underwriters, Broadband Capital Management LLC. The Unit Option permits the
acquisition of 280,000 Units at $10.00 per unit. Those Representative Warrants are excisable at $8.00 per share with an expiration date of March 7, 2014, and
were valued at $0.00001 per share at December 31, 2012, using the observable market price of the Public Warrants.
The Company utilized the American Binominal Option Valuation Model to estimate the value of the Unit Options as of December 31, 2012 at $1, or $0.00001
per Unit Option, with an exercise price of $9.98 (being $10.00 minus the portion of the exercise price of $0.02 allocated as the value of the warrant
component), market price of $1.14, expected remaining term of 1.25 years, expected volatility of 49%, and risk free rate of 0.18%. The warrant component of
the Unit Options was valued based on the public market price of the publicly traded warrants of $0.02 per warrants, or $5 in total, as of December 31, 2012.
F-16
Underwriter Warrants
Connected with a secondary public offering of the Company’s ordinary shares on December 23, 2010, the Company issued to its underwriter an option for $1
to purchase up to a total of 66,667 shares of ordinary shares (5% of the shares sold in the secondary offering) at $6.00 per share (120% of the price of the
shares sold in the secondary offering). The option is exercisable commencing on June 12, 2012 and expires on December 20, 2015.
During 2011, the Company bought back 53,096 warrants from the underwriters for $27 with a price $0.50 per warrant. As a result, there were 13,571
outstanding underwriter warrants as of December 31, 2011 and 2012.
The Company utilized the American Binominal Option Valuation Model to estimate the value of the underwriter warrants as of December 31, 2012 at $1,
with an exercise price of $6.00, market price of $1.14, expected remaining term of three years, expected volatility of 49%, and a risk free rate of 0.36%.
The Company adopted the provisions of an accounting standard regarding instruments that are Indexed to an Entity’s Own Stock. This accounting standard
specifies that a contract that would otherwise meet the definition of a derivative but is both:
(a) indexed to the Company’s own stock; and
(b) classified in stockholders’ equity in the statement of financial position would not be considered a derivative financial instrument.
It provides a new two-step model to be applied in determining whether a financial instrument or an embedded feature is indexed to an issuer’s own stock and
thus able to qualify for the scope exception within the standards.
As a result, the Public Warrants, Sponsor Warrants, and Unit Options previously treated as equity pursuant to the derivative treatment exemption are no longer
provided equity treatment because the strike price of the warrants is denominated in U.S. Dollar, a currency other than the Company’s functional currency
which is the RMB. Therefore the warrants and unit options are not considered indexed to the Company’s own stock. As such, all future changes in the fair
value of these securities will be recognized currently in earnings until such time as the securities are exercised or expire.
As of December 31, 2012, the fair values of the public warrants, underwriter warrants and Unit Option were $12, $1 and $5 respectively. The amount of $75
was recognized as “Change in fair value of warrant derivative liability” in the consolidated statements of comprehensive income for the year ended December
31, 2012.
A summary of changes in warrant activity is presented as follows as of December 31, 2012:
Public
Warrants
Sponsor
Warrants
Unit
Options *
Underwriter
Warrants
Total
Outstanding, December 31, 2010
1,566,027
250,000
280,000
66,667
2,162,694
Repurchased
(967,177)
(250,000)
-
(53,096)
(1,270,273)
Outstanding, December 31, 2011 and 2012
598,850
-
280,000
13,571
892,421
* Each unit option includes one ordinary share and one ordinary share warrant.
Note 12 - Other payables
Other payables as of December 31, 2012 and 2011 consisted of the following:
Accrued professional fees
Accrued transportation expenses
Others
Other taxes payable
Other payables
F-17
2012
2011
$
$
- $
70
165
144
379 $
68
34
151
91
344
Note 13 – Capital transactions
Preferred stock
On January 29, 2008, the Company amended its articles of association and authorized 1,000,000 preferred shares. No preferred shares were issued or
registered in the IPO. There were no preferred shares issued and outstanding as of December 31, 2012 and 2011.
Issuance of capital stock
On the completion date of the Share Exchange, the Company issued 14,300,000 ordinary shares to the shareholders of the Honesty Group, of which
5,800,000 shares were placed in escrow subject to the Company’s future two years’ performance. The Company issued 1,794,756 ordinary shares to the
Company’s shareholders before the completion of Share Exchange, of which 766,823 was placed in escrow. Refer to Note 3 for additional information on the
issuance of ordinary shares.
On December 23, 2010, the Company completed a second public offering of 1,333,333 ordinary shares at $5.00 per share with net proceeds of approximately
$5.3 million after deducting underwriting discounts, commissions and offering expenses.
On January 1, 2012, a total of 207,000 ordinary shares were issued to our employees, directors and consultants. Share-based compensation expense of $273
was recognized in the consolidated statements of comprehensive income in 2012.
Put Option
The Company executed a put option agreement dated March 9, 2010 (“Put Agreement”) with Pope Investments II LLC (“Pope”) whereby the Company
granted to Pope a put option to sell 250,000 ordinary shares of the Company at a price of $8.00 per share. The Put Agreement was effective upon completion
of Pope’s purchase of 250,000 ordinary shares of the Company’s ordinary shares. The agreement was exercisable for a three-month period from February 15,
2011 until May 15, 2011. Mr. Burnette Or, Chief Executive Officer, was able to purchase any shares put to the Company, or if neither of the Company nor Mr.
Or elected to make the purchase, two of the founders of the Company have agreed to make the purchase on behalf of Mr. Or. The founders also had the right
to put the options back to Mr. Or or to the Company in the event that they make the purchase of the Put shares.
The Put Option was recorded as liability of $2,000 as of March 12, 2010. On February 28, 2011, pursuant to the Put Option, the Company repurchased
250,000 shares from Pope for an aggregate purchase price of $2,000 (or $8.00 per share).
Warrants and put options
Refer to Notes 11 for information on warrants.
Note 14 - Statutory reserves
Statutory reserves
The laws and regulations of the PRC require that before an enterprise distributes profits to its partners, it must first satisfy all tax liabilities, provide for losses
in previous years, and make allocations in proportions determined at the discretion of the Board of Directors after the statutory reserves.
Surplus reserve fund
As stipulated by the Company Law of the PRC, as applicable to Chinese companies with foreign ownership, net income after taxation can only be distributed
as dividends after appropriation has been made for the following:
1.
2.
3.
Making up cumulative prior years’ losses, if any;
Allocations to the “Statutory surplus reserve” of at least 10% of income after tax, as determined under PRC accounting rules and regulations, until
the fund amounts to 50% of the company’s registered capital; and
Allocations to the discretionary surplus reserve, if approved in the shareholders’ general meeting.
The surplus reserve fund is non-distributable other than during liquidation and can be used to fund previous years’ losses, if any. It may be utilized for
business expansion or converted into share capital by issuing new shares to existing shareholders in proportion to their shareholding or by increasing the par
value of the shares currently held by them, provided that the remaining reserve balance after such issue is not less than 25% of the registered capital.
For the years ended December 31, 2012, 2011 and 2010, the Company made appropriations of $347, $2,131 and $2,274 to the statutory reserve,
respectively.
Note 15 - Income taxes
Income is subject to tax in the various countries in which the Group operates.
The Company is a tax-exempted company incorporated in the Cayman Islands.
SGO is incorporated in the State of Delaware and is subject to U.S. federal taxes at United States federal income tax rate of 34%.
F-18
SGOCO International is incorporated in Hong Kong and is subject to Hong Kong taxation on income derived from their activities conducted in Hong Kong.
Hong Kong Profits Tax has been calculated at 16.5% of the estimated assessable profit for the years ended December 31, 2012, 2011 and 2010.
Prior to the disposal, Honesty Group did not have any assessable profits arising in or derived from Hong Kong for the years ended December 31, 2011 and
2010, and accordingly no provision for Hong Kong Profits Tax was made in those periods.
The Company mainly conducts its operating business through its subsidiaries in China. These subsidiaries are governed by the Income Tax Law of the PRC
concerning foreign invested enterprises and foreign enterprises and various local income tax laws (the Income Tax Laws), and do not have any deferred tax
assets or deferred tax liabilities under the income tax laws of the PRC because there are no temporary differences between financial statement carrying
amounts and the tax bases of existing assets and liabilities. Beginning January 1, 2008, the new Enterprise Income Tax (“EIT”) law has replaced the previous
laws for Domestic Enterprises (“DEs”) and Foreign Invested Enterprises (“FIEs”). The new standard EIT rate of 25% has replaced the 33% rate previously
applicable to both DEs and FIEs. Companies established before March 16, 2007 will continue to enjoy tax holiday treatment approved by local government
for a grace period of the next 5 years or until the tax holiday term is completed, whichever is sooner.
Guanke was established before March 16, 2007 and therefore is qualified to continue enjoying the reduced tax rate as described above. Guanke was granted
income tax exemption for two years commencing from January 1, 2007, and was subject to 50% of the 25% EIT tax rate, or 12.5%, from January 1, 2009
through December 31, 2011.
All other subsidiaries in China are subject to 25% EIT tax rate throughout the periods presented.
The Income Tax Laws also imposes a 10% withholding income tax for dividends distributed by a foreign invested enterprise to its immediate holding
company outside China for distribution of earnings generated after January 1, 2008. Under the Income Tax Laws, the distribution of earnings generated prior
to January 1, 2008 is exempt from the withholding tax. As our subsidiaries in the PRC will not be distributing earnings to the Company for the years ended
December 31, 2010, 2011 and 2012, no deferred tax liability has been recognized for the undistributed earnings of these PRC subsidiaries at December 31,
2010, 2011 and 2012. Total undistributed earnings of the Company’s PRC subsidiary SGOCO (Fujian) at December 31, 2012 were $3,966.
The following table reconciles the U.S. statutory rates to the Company’s effective tax rate for the years ended December 31, 2012, 2011 and 2010:
U.S. Statutory rates
Foreign income not recognized in USA
China income taxes
Impact of tax rate in other jurisdiction
Tax exemption
Tax on disposal of Honesty Group (a)
Other (b)
Effective income taxes
Notes:
2012
2011
2010
34.0%
(34.0)
25.0
(3.0)
-
-
12.0
34.0%
34.0%
(34.0)
25.0
-
(12.5)
21.2
0.5
34.2%
34.0
(34.0)
25.0
-
(12.5)
-
2.5
15.0
(a) 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) (“Circular 698”), a non-PRC Tax Resident Enterprise is subject to the PRC EIT
on the taxable gain arising from a sale of transfer of any intermediate offshore company which 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 in an applicable tax treaty or
arrangement. Circular 698 applies to all transactions conducted on or after January 1, 2008.
As such, included in the income tax expense for the year ended December 31, 2011 was an amount of $5,363 on the Sale of Honesty Group. The
amount remained unpaid as of the date of this Annual Report. The Company has already submitted relevant documents to the PRC tax bureau regarding
the Sales of Honesty Group.
(b)
There were no other material items affecting the effective income tax for the years ended December 31, 2012, 2011 and 2010 except for the expense
incurred by holding company incorporated in the Cayman Islands where there is no tax. The 12.0%, 0.5% and 2.5% for the years ended December 31,
2012, 2011 and 2010 included expenses incurred by SGOCO and Honesty Group of approximately $3.0million, $1.1 million and $1.9 million,
respectively.
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components of deferred income tax assets are as follows:
Deferred income tax assets:
Net operating loss carry-forward
Less: Valuation allowance
As of December 31,
2012
2011
$
$
84 $
(84)
- $
-
-
-
As of December 31, 2012 and 2011, the Company’s U.S. entity, SGO, had net operating loss carry-forwards of $248 and nil, respectively, available to reduce
future taxable income which will expire in various years through 2030. Management believes it is more likely than not that the Company will not realize these
potential tax benefits as the Company’s U.S. operations will not generate any operating profits in the foreseeable future. As a result, the full amount of the
valuation allowance was provided against the potential tax benefits.
F-19
Note 16 - Enterprise-wide geographic reporting
The Company designs and sells LCD/LED products. The designing process, selling practice and distribution process are similar for all products. Based on
qualitative and quantitative criteria established by the FASB’s accounting standard regarding disclosures about segments of an enterprise and related
information, the Company considers itself to be operating within one reportable segment.
The Company does not have material long-lived assets located in foreign countries other than PRC. Geographic area data is based on product shipment
destination. In accordance with the enterprise-wide disclosure requirements of the accounting standard, the Company’s net revenue from external customers
by geographic areas is as follows:
China
International
Total
2012
2011
2010
$
$
143,877 $
22,824
166,701 $
276,286 $
36,850
313,136 $
186,105
31,196
217,301
In 2012, approximately 14% of the revenues were from international sales, 99.9% of which were sold in Hong Kong and 0.1% sold in the U.S.
Note 17 – Related party and shareholder transactions
The Company’s majority shareholder, Sun Zone Investments Limited (“Sun Zone”) was the parent company of Mosview Technology Group Ltd.,
(“Mosview”), and BORO (Fujian) Electronic Co., Ltd., (“BORO”). The ownership of Mosview and BORO were transferred to an unrelated third party in
February 2010. Therefore, Sun Zone no longer owns any interest in Mosview or BORO as of December 31, 2012 and 2011.
Edge10 Corporation Limited (“Edge10”) was incorporated in the United Kingdom and is owned by an unrelated individual. The Company’s CEO was the
sole director of Edge10 since December 8, 2010. Prior to 2011, SGOCO sold products to Mosview, which then sold to Edge10. During the year ended
December 31, 2011, SGOCO sold products to a third-party trading company, which then sold to Edge10. There were no direct transactions between SGOCO
and Edge10 during the years ended December 31, 2012, 2011 and 2010.
In the ordinary course of business, the Company conducted business with Mosview and BORO in 2010. All transactions with
related parties are short-term in nature. Settlements for the balances are usually in cash. The Company did not conduct any
businesses with Mosview and BORO in 2012 and 2011.
The Company had the following related party transactions as of December 31, 2012 and 2011, and for the years ended December 31, 2012, 2011 and 2010,
respectively:
Revenues-related parties
Name of related parties
BORO
Mosview
Purchase – related party
Name of related party
Mosview
Short-term loan – shareholder
Name of related party
Sun Zone Investments Limited
2012
2011
2010
- $
-
- $
- $
-
- $
5,482
7,136
12,618
2012
2011
2010
- $
- $
7,256
$
$
$
December 31,
2012
December 31,
2011
$
209 $
209
F-20
In the past, the Company and BORO provided working capital loans to each other. The loans were interest-free demand loans and were not formalized in
written documents. The Company utilized loans from BORO rather than banking institutions because the approval process was faster and the loans were
interest free. The Company provided BORO with such loans in prior periods as BORO was a significant customer of SGOCO.
During the year ended December 31, 2011, Sun Zone loaned $209 to the Company. As of December 31, 2012, this amount remained outstanding to Sun Zone.
The loan is non-interest bearing, unsecured, and payable on demand.
Note 18 - Earnings per share
The following is a reconciliation of the basic and diluted earnings per share computation:
Net income for earnings per share
Weighted average shares used in computation – basic
Dilutive effect of release of escrowed shares
Dilutive effect of warrants and put options
Weighted average shares used in diluted computation
Earnings per share – basic
Earnings per share – diluted
For the year ended December 31,
2011
2012
2010
4,213
$
16,619 $
19,932
17,059,575
-
-
17,059,575
16,086,598
201,644
-
16,288,242
9,354,186
1,335,202
16,569
10,705,957
0.25
0.25
$
$
1.03 $
1.02 $
2.13
1.86
$
$
$
In accordance with the U.S. GAAP, outstanding ordinary shares that are contingently returnable are treated in the same manner as contingently issuable
shares.
As of December 31, 2012, 5,800,000 shares were no longer subject to cancellation and were included in the calculation of basic earnings per share
computation since January 1, 2012. A total of 361,327 ordinary shares owned by the Sponsors that were no longer subject to cancellation were used to
calculate basic earnings per share upon provision of services. The remaining 405,496 ordinary shares in escrow which will be released contingent on financial
advisory and certain other services to be provided by the Sponsors are excluded from basic and diluted earnings per share computation for 2012. As of
December 31, 2012, all the Company’s warrants and unit options were excluded from the diluted earnings per share calculation as they were anti-dilutive.
As of December 31, 2011, 5,000,000 shares were no longer subject to cancellation and were used to calculate basic earnings per share computation since
January 1, 2011. In addition, a further 800,000 shares owned by the former shareholders of Honesty Group were no longer subject to cancellation based on
satisfying the second Earn-Out Milestone. These shares were included in the diluted earnings per share computation starting October 1, 2011, the beginning
of the quarter they became non-contingent. A further 20,517 shares owned by the sponsors were no longer subject to cancellation based on services rendered,
and they were included in the basic earnings per share computation upon provision of services. As of December 31, 2011, all the Company’s warrants and
unit options were excluded from the diluted earnings per share calculation as they were anti-dilutive.
As of December 31, 2010, 5,000,000 shares owned by the former shareholders of Honesty Group were no longer subject to cancellation based on the
satisfaction of the first Earn-Out Milestone. These shares were included in the diluted earnings per share computation starting October 1, 2010, the beginning
of the quarter they became non-contingent. 340,810 shares owned by the sponsors were no longer subject to cancellation based on services rendered, and they
were used to calculate the basic earnings per share computation upon provision of services. The shares subject to the Put Option are included in the
calculation of diluted earnings per share on the reverse treasury stock method.
F-21
Note 19 – Commitments and contingencies
The management is not currently aware of any threatened or pending litigation or legal matters, which would have a significant effect on the Company’s
consolidated financial statements as of December 31, 2012 and 2011.
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, 2012, and their maturity profile:
Capital contributions (1)
Short-term loans
Operating lease obligations
- Honesty Group(2)
- Other
Total
Payment Due by Period
Total
Less than 1
Year
1-3 Years
3-5 Years
More than 5
Years
$
$
1,949 $
6,230
403
311
8,893 $
1,949 $
6,230
105
211
8,495 $
- $
-
161
100
261 $
- $
-
137
-
137 $
-
-
-
-
-
(1)
(2)
The registered capital of SGOCO (Fujian) and Beijing SGOCO are $2,200 and $500, respectively. As of December 31, 2012, SGOCO International
had paid capital of $450 and $301 to SGOCO (Fujian) and Beijing SGOCO, respectively. SGOCO International is obligated to pay up the remaining
capital contribution obligations within two years of the date of issuance of each subsidiary’s business license according to PRC registration capital
management rules.
Lease obligations for our office premises, warehouses, computer and other hardware. Following the Sale of Honesty Group, the Company rents from
Honesty Group 3,000 square meters for office premises, warehouses and staff dormitory in Fujian at a monthly rent of $6 for a period of 1-7 years
from July 1, 2011.
Note 20 - Concentration of risks
The Company’s operations are carried out in the PRC and its operations in the PRC are subject to specific considerations and significant risks not typically
associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic and legal
environments and foreign currency exchange. The Company’s results may be adversely affected by changes in government policies regarding laws and
regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things.
Financial instruments that subject the Company to a concentration of credit risk consist of cash and accounts receivable. The Company maintains balances at
financial institutions located in Hong Kong, China and the U.S. From time-to-time, balances in Hong Kong and the U.S. may exceed the Hong Kong Deposit
Protection Board insured limits for the banks located in Hong Kong and FDIC deposit insurance limits for banks located in the U.S. Balances at financial
institutions or state owned banks within the PRC are not insured. As of December 31, 2012 and 2011, the Company had deposits, in excess of insured limits
totaling $11,358 and $509, respectively. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risks
to the cash in its bank accounts.
The Company provides unsecured credit terms for sales to certain customers. As a result, there are credit risks with the accounts receivable balances. The
Company constantly re-evaluates the credit worthiness of customers buying on credit and maintains an allowance for doubtful accounts.
Sales revenue from three major customers was $61,547, or approximately 37% of the Company’s total sales for the year ended December 31, 2012,
with each customer individually accounting for 17%, 10% and 10% of revenue, respectively. No other single customer accounted for more than 10% of the
Company’s total revenues in 2012. The Company’s accounts receivable from these customers was approximately $19,406 as of December 31, 2012.
Sales revenue from two major customers was $96,741 approximately 31% of the Company’s total sales for the year ended December 31, 2011, with each
customer individually accounting for 19% and 12% of revenue, respectively. No other single customer accounted for more than 10% of the Company’s total
revenues in 2011. The Company’s accounts receivable from these customers was approximately $6,412 as of December 31, 2011.
Sales revenue from two major customers was $76,052 approximately 35% of the Company’s total sales for the year ended
December 31, 2010, with each customer individually accounting for 19% and 16% of revenue, respectively. No other single customer
accounted for more than 10% of the Company’s total revenues in 2010. The Company’s accounts receivable from these customers was approximately $24,843
as of December 31, 2010.
One major vendor (Honesty Group) provided approximately 77% of total purchases by the Company during the year ended December 31, 2012. The
Company had made advances of $9,408, rental deposit of $10 and owed accounts payable of $1,961 to this vendor as of December 31, 2012.
One major vendor provided approximately 23% of total purchases by the Company during the year ended December 31, 2011. The Company had no accounts
payable due to this vendor as of December 31, 2011.
One major vendor provided approximately 15% of total purchases by the Company during the year ended December 31, 2010.
F-22
Note 21 - Subsequent events
The Company has evaluated subsequent events through the date these consolidated financial statements were issued to determine whether the circumstances
warranted recognition and disclosure of those events or transactions in the consolidated financial statements as of December 31, 2012.
On March 1, 2013, a total of 80,000 ordinary shares were issued to the Company’s independent directors, which vested immediately. The grant date fair value
was $1.23 per share.
F-23
AMENDMENT NO. 2
TO
ESCROW AGREEMENT
Exhibit 2.9
This Amendment No. 2 to Escrow Agreement (“Amendment”) is made as of February 26, 2013, by and among Sun Zone Investments Limited, a company
organized under the laws of the British Virgin Islands (“Sun Zone”), Sze Kit Ting, an individual residing at Rm. 2101, 21/F Block B Healthy Gardens, No.
560 King’s Road, North Point, Hong Kong (collectively with Sun Zone, the “Sellers”), SGOCO Group, Ltd. (f/k/a SGOCO Technology, Ltd., f/k/a
Hambrecht Asia Acquisition Corp.), a company organized under the laws of the Cayman Islands (together with its predecessors, the “Company”), certain
holders of securities of the Company, who execute a counterpart signature page hereto (each a “Sponsor” and collectively “Sponsors”), and Grand Pacific
Investment Limited as escrow agent (the “Escrow Agent”) and amends the Escrow Agreement dated as of March 12, 2010, as amended by Amendment No. 1
to Escrow Agreement dated as of April 17, 2012 (as so amended, the “Escrow Agreement”), by and among the parties hereto. Capitalized terms not otherwise
defined in this Amendment have the same meaning as such capitalized terms have in the Exchange Agreement (as defined below), the Sponsor Agreement (as
defined below) and the Escrow Agreement.
WHEREAS, the Company has entered into a Share Exchange Agreement (the “Exchange Agreement”), dated as of February 12, 2010, as amended, by and
among the Company, Honesty Group Holdings Limited (“Honesty Group”), and the Sellers, who collectively owned all of the outstanding shares of Honesty
Group (the “Honesty Group Shares”), pursuant to which the Sellers exchanged all of the Honesty Group Shares for up to 14,300,000 ordinary shares of the
Company (the “HMAUF Shares”);
WHEREAS, in connection with entering into the Exchange Agreement, and as a condition to the execution by the Sellers of the Exchange Agreement, the
Sponsors have entered into a Sponsor Agreement with the Sellers, dated as of February 12, 2010, as amended by Amendment No. 1 to Sponsor Agreement,
dated March 11, 2010 and Amendment No. 2 to Sponsor Agreement, dated April 17, 2012 (as so amended, the “Sponsor Agreement”)
WHEREAS, pursuant to the Sponsor Agreement and the Escrow Agreement, each Sponsor agreed to deposit in escrow certain HMAUF Shares owned by
such Sponsor subject to fulfillment of certain conditions (the “Conditions”) set forth in the Sponsor Agreement, each as set forth opposite such Sponsor’s
name on Exhibit A-1 to the Sponsor Agreement be held in escrow in accordance with the terms of the Escrow Agreement (the “Sponsor Conditional Shares”).
WHEREAS, pursuant to the Sponsor Agreement and the Escrow Agreement, if the Conditions are not met by the latest Measurement Date (as defined in the
Sponsor Agreement), all of the Conditional Shares are to be returned to the Company and cancelled.
WHEREAS, due to the less positive than expected market conditions, the Sellers, the Company, the Sponsors and the Escrow Agent (each a “Party” and
collectively, the “Parties”) agree to amend the Escrow Agreement to grant the Sponsors additional time to meet the Conditions.
NOW, THEREFORE, in consideration of the foregoing and the covenants and agreement of the parties set forth below and other good and valuable
consideration, the receipt of which is hereby acknowledged, the Parties agree as follows:
1. Section 5 (a) of the Escrow Agreement is hereby amended to read in its entirety as follows:
5. Disbursement of the Sponsor Conditional Shares.
(a) Within ten (10) Business Days after the earlier of satisfaction of the Conditions or December 31, 2013, the Company shall give notice to
the other Parties to this Agreement specifying whether the Conditions to release of the Sponsor Conditional Shares have been met (a “Notice of
Conditions”).
2. Section 5 (c)-1 is hereby added to the Escrow Agreement immediately following Section 5 (c) to read in its entirety as follows:
(c)-1 In the event the Conditions set forth in Clauses (1) and (2) of Section I-1. A of the Sponsor Agreement have been met but less than US$15 million
in gross proceeds of equity has been raised, the Notice of Conditions shall specify the number of Sponsor Conditional Shares and Sponsor Earn-Out Shares
returned, and the basis for the calculation. The Sponsors shall have ten (10) Business Days after the Notice of Conditions is delivered to dispute the Notice of
Conditions by delivering a Conditions Dispute Notice to the Escrow Agent and the Company, setting forth with particularity the facts demonstrating the
amount in gross proceeds of equity raised pursuant to Clause (3) of Section I-1. A of the Sponsor Agreement. If no Conditions Dispute Notice is received by
the Escrow Agent within such ten (10) Business Days, the Escrow Agent shall deliver all of the returned Sponsor Conditional Shares and returned Sponsor
Earn-Out Shares to the Company and such shares will be returned to the status of authorized but unissued shares as of the date of the Notice of Conditions,
and the Escrow Agent shall disburse the remaining Sponsor Conditional Shares and Sponsor Earn-Out Shares held in escrow to the appropriate Sponsors.
3. For those Sponsors who for whatever reason fail to execute a counterpart signature page hereto as of February 26, 2013, their rights and
responsibilities under the Escrow Agreement shall remain as if this Amendment has never been executed.
4. If any term or other provision of this Amendment is invalid, illegal or incapable of being enforced by any Law, or public policy, all other conditions
and provisions of this Amendment shall nevertheless remain in full force and effect so long as the economic or legal substance of the Transactions is not
affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being
enforced, the parties shall negotiate in good faith to modify this Amendment so as to effect the original intent of the parties as closely as possible in an
acceptable manner to the end that Transactions are fulfilled to the extent possible.
5. This Amendment may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become
effective when one or more counterparts have been signed by each of the parties and delivered to the other parties.
6. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York regardless of the laws that might
otherwise govern under applicable principles of conflicts of laws thereof.
7. Except as amended hereby, the Escrow Agreement continues in full force and effect as written.
[SIGNATURE PAGES FOLLOW]
2
SIGNATURE PAGE TO
AMENDMENT No. 2 TO ESCROW AGREEMENT
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment on the day and year first above written.
SGOCO Group, Ltd.
By:
Name:
Title:
Address:
/s/ Burnette Or
Burnette Or
Chief Executive Officer
Suite 1817, Beijing Silver tower
2 Dongsanhuan North Road
Chaoyang District, Beijing
100027 P.R.China
Suite 1817, Beijing Silver tower
/s/ SZE KIT TING
By:
Name:
SZE KIT TING
Address: Room 2101, 21/F., Block B
Healthy Gardens
No. 560 King’s Road
North Point, Hong Kong
SUN ZONE INVESTMENTS LIMITED
Grand Pacific Investment Limited
By:
Name:
Title:
Address:
/s/ Tin Man Or
Tin Man Or
Director
Luoshan Houlin Industry Area
Jinjiang Fujian, China
By:
Name:
Title:
Address:
/s/ Hoo Cheng
Hoo Cheng
Director
50th Floor, Bank of China Tower
1 Garden Road, Central
Hong Kong
3
SIGNATURE PAGE TO
AMENDMENT No. 2 TO ESCROW AGREEMENT
The undersigned has read and understands this Amendment, and accepts and agrees to all of its terms. IN WITNESS WHEREOF, the parties hereto
have executed this Amendment on the day and year first above written.
/s/ John Wang
By:
Name: John Wang
Address (for all Sponsors):
Address: 13/F Tower 2
New World tower
18 Queens Road Central
Hong Kong
/s/ Robert Eu
By:
Name: Robert Eu
Address (for all Sponsors):
Address: 13/F Tower 2
New World tower
18 Queens Road Central
Hong Kong
/s/ Stephen N. Cannon
Cannon Family Irrevocable Trust
By:
Name: Stephen N. Cannon
Title: Trustee
Address (for all Sponsors):
Address: 510 Hemlock Ave
Millbrae, CA 94030, USA
/s/ Robert Eu
AEX Capital, LLC
By:
Name: Robert Eu
Title: Managing Director
Address (for all Sponsors):
Address: 13/F Tower 2
New World tower
18 Queens Road Central
Hong Kong
WR Hambrecht + Co., LLC
By:
/s/ W.R. Hambrecht
Name: W.R. Hambrecht
Title: Founder and Director
Address (for all Sponsors):
Address:
P.O. Box 677, Berwyn, PA
Hambrecht 1980 Revocable Trust
/s/ W.R. Hambrecht
By:
Name: W.R. Hambrecht
Title: Trustee
Address:
P.O. Box 677, Berwyn, PA
/s/ Ronald L. Lakey
Shea Ventures LLC
By:
Name: Ronald L. Lakey
Title: Vice President
Address (for all Sponsors):
Address: 13/F Tower 2
New World tower
18 Queens Road Central
Hong Kong
Marbella Capital Partners Ltd.
By:
/s/ John Wang
Name: John Wang
Title: Director
Address (for all Sponsors):
Address: 13/F Tower 2
New World tower
18 Queens Road Central
Hong Kong
4
AMENDMENT NO. 3
TO
SPONSOR AGREEMENT
Exhibit 2.10
This Amendment No. 3 to Sponsor Agreement (“Amendment”) is made as of February 26, 2013 by and among Sun Zone Investments Limited, a company
organized under the laws of the British Virgin Islands (“Sun Zone”), Sze Kit Ting, an individual residing at Rm. 2101, 21/F Block B Healthy Gardens, No.
560 King’s Road, North Point, Hong Kong (collectively with Sun Zone, the “Sellers”) and certain holders of securities of SGOCO Group, Ltd. (f/k/a SGOCO
Technology, Ltd., f/k/a Hambrecht Asia Acquisition Corp.), a company organized under the laws of the Cayman Islands (together with its predecessors, the
“Company”), who execute a counterpart signature page hereto (each a “Sponsor” and collectively, the “Sponsors”) and amends the Sponsor Agreement dated
as of February 12, 2010, as amended by Amendment No. 1 to Sponsor Agreement dated as of March 11, 2010, and Amendment No. 2 to Sponsor Agreement
dated as of April 17, 2012 (as so amended, the “Sponsor Agreement”), by and among the parties hereto. Capitalized terms not otherwise defined in this
Amendment have the same meaning as such capitalized terms have in the Exchange Agreement (as defined below), the Sponsor Agreement and the Escrow
Agreement (as defined below).
WHEREAS, the Company has entered into a Share Exchange Agreement (the “Exchange Agreement”), dated as of February 12, 2010, as amended, by and
among the Company, Honesty Group Holdings Limited (“Honesty Group”), and the Sellers, who collectively owned all of the outstanding shares of Honesty
Group (the “Honesty Group Shares”), pursuant to which Sellers exchanged all of the Honesty Group Shares for up to 14,300,000 ordinary shares of the
Company (the “HMAUF Shares”);
WHEREAS, the Sellers, the Company, the Sponsors and Grand Pacific Investment Limited as escrow agent (the “Escrow Agent”) have entered into an
Escrow Agreement dated as of March 12, 2010 (the “Escrow Agreement”), as amended by Amendment No. 1 to Escrow Agreement dated April 17, 2012.
WHEREAS, pursuant to the Sponsor Agreement and the Escrow Agreement, each Sponsor agreed to deposit in escrow certain HMAUF Shares owned by
such Sponsor subject to fulfillment of certain conditions (the “Conditions”) set forth in the Sponsor Agreement, each as set forth opposite such Sponsor’s
name on Exhibit A-1 to the Sponsor Agreement be held in escrow in accordance with the terms of the Escrow Agreement (the “Sponsor Conditional Shares”).
WHEREAS, pursuant to the Sponsor Agreement and the Escrow Agreement, if the Conditions are not met by the latest Measurement Date (as defined in the
Sponsor Agreement), all of the Conditional Shares are to be returned to the Company and cancelled.
WHEREAS, due to the less positive than expected market conditions, the Company, the Sellers and the Sponsors (each a “Party” and collectively, the
“Parties”) agree to amend the Sponsor Agreement to grant the Sponsors additional time to meet the Conditions.
NOW, THEREFORE, in consideration of the foregoing and the covenants and agreement of the parties set forth below and other good and valuable
consideration, the receipt of which is hereby acknowledged, the Parties agree as follows:
1. Section I-1. A. of the Sponsor Agreement is hereby amended to read in its entirety as follows:
I-1 Sponsors’ Conditional Shares.
A. Each Sponsor agrees that the number of HMAUF Shares owned by such Sponsor and set forth opposite such Sponsor’s name in the column captioned
“Conditional Shares” on Exhibit A-1 to the Sponsor Agreement (the “Conditional Shares”) shall be returned to the Company and cancelled unless on or
before December 31, 2013, or such earlier date as the conditions set forth in clauses (2) and (3) below are met (the “Measurement Date”), each following
conditions shall have been met (collectively, the “Conditions”), provided, however, in the event the Conditions set forth in clauses (1) and (2) have been met
but less than US$15 million in gross proceeds of equity has been raised in accordance with clause (3) below, the Conditional Shares shall not be returned to
the extent of the equity raised from the efforts of Sponsor Representatives (as defined below), on a pro rata basis (e.g., in the event US$12 million of gross
proceeds is raised, only 20% of the Conditional Shares shall be returned). The parties recognize that, as of the execution date of the Amendment,
US$7,068,000 in gross proceeds of equity has been raised, and as a result, 361,327 Conditional Shares have been earned by the Sponsors:
(1) from the Closing Date until the Measurement Date, Robert Eu and John Wang (together, the “Sponsor Representatives”) shall have provided to the
Company without compensation to the Sponsor Representatives or their Affiliates (other than the reimbursement of reasonable business expenses, upon
presentation of appropriate documentation for financial reporting and tax purposes of the incurrence of such expenses on behalf of the Company), at the
Company’s request, the following services for no fewer than 30 hours per month in the aggregate (it being understood that if the Company does not
request services, the Sponsors Representatives shall not be required to provide services):
• Investor and public relations services (including the drafting/review of press releases and assisting with road shows, including appearing at road
shows with members of management);
• Assisting with the coordination of other advisors;
• Assisting the Company with listing on the Nasdaq Global Market or the Nasdaq Global Select market (or, if the Nasdaq Global Market or Global
Select Market does not continue to exist, the global market closest in scope and qualifications to the Nasdaq Global Market on the date hereof); and
• Introducing investors and service providers to the Company;
The Sponsor Representatives shall perform the foregoing actions in cooperation with the Company’s other designated advisors.
(2) the Company being listed on the Nasdaq Capital Market, the Nasdaq Global Market or the Nasdaq Global Select Market (or, if the Nasdaq Capital
Market or the Nasdaq Global Market do not continue to exist, the global market closest in scope and qualifications to either such market on the date
hereof), provided that the Company acts in good faith to have its ordinary shares listed promptly after meeting the qualifications of either such market
(which shall include the obligation of the Company to promptly submit an application and respond to any requests for information from Nasdaq); and
(3) in addition to the US$7,068,000 already raised by the Company with the assistance of the Sponsor Representatives, the Sponsor Representatives
shall have made available to the Company the opportunity (evidenced by non-binding commitments of investors financially capable of consummating
the transactions) to sell additional common equity with gross proceeds of at least US$7,932,000 at a time when both the Company and the Sponsor
Representatives believe to be advantageous to raise money at the highest price possible, with pricing determined in accordance with the pricing model
described on Exhibit B to Amendment No. 1 to Sponsor Agreement. To the extent that the Sponsor Representatives are in compliance with clause (1)
above, all equity capital raised by the Company prior to the Determination Date, including any amounts received by the Company upon exercise of any
IPO Warrants outstanding after the consummation of the Transactions, will be included in the calculation of the US$7,932,000 in total to be raised. If the
Company determines not to accept the offering price determined as provided herein, the Condition shall be deemed satisfied to the extent of the equity
capital which would have been raised if the offering had been consummated at such price.
2. For those Sponsors who for whatever reason fail to execute a counterpart signature page hereto as of February 26, 2013, their rights and
responsibilities under the Sponsor Agreement shall remain as if this Amendment has never been executed.
3 If any term or other provision of this Amendment is invalid, illegal or incapable of being enforced by any Law, or public policy, all other conditions
and provisions of this Amendment shall nevertheless remain in full force and effect so long as the economic or legal substance of the Transactions is not
affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being
enforced, the parties shall negotiate in good faith to modify this Amendment so as to effect the original intent of the parties as closely as possible in an
acceptable manner to the end that Transactions are fulfilled to the extent possible.
4. This Amendment may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become
effective when one or more counterparts have been signed by each of the parties and delivered to the other parties.
5. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York regardless of the laws that might
otherwise govern under applicable principles of conflicts of laws thereof.
6. Except as amended hereby, the Sponsor Agreement continues in full force and effect as written.
[SIGNATURE PAGES FOLLOW]
2
SIGNATURE PAGE TO
AMENDMENT No. 3 TO SPONSOR AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the day and year first above written.
SGOCO Group, Ltd.
By:
Name:
Title:
Address:
/s/ Burnette Or
Burnette Or
Chief Executive Officer
Suite 1817, Beijing Silver tower
2 Dongsanhuan North Road
Chaoyang District, Beijing
100027 P.R.China
SUN ZONE INVESTMENTS LIMITED
/s/ Tin Man Or
By:
Name:
Tin Man Or
Owner and Director
Title:
Luoshan Houlin Industry Area
Address:
Jinjiang Fujian, China
By:
Name:
Address:
/s/ SZE KIT TING
SZE KIT TING
Room 2101, 21/F., Block B
Healthy Gardens, No. 560 King’s Road
North Point, Hong Kong
3
SIGNATURE PAGE TO
AMENDMENT No. 3 TO SPONSOR AGREEMENT
The undersigned has read and understands this Amendment, and accepts and agrees to all of its terms. IN WITNESS WHEREOF, the parties hereto
have executed this Amendment on the day and year first above written.
/s/ John Wang
By:
Name: John Wang
Address (for all Sponsors):
Address: 13/F Tower 2
New World tower
18 Queens Road Central
Hong Kong
/s/ Robert Eu
By:
Name: Robert Eu
Address (for all Sponsors):
Address: 13/F Tower 2
New World tower
18 Queens Road Central
Hong Kong
/s/ Stephen N. Cannon
Cannon Family Irrevocable Trust
By:
Name: Stephen N. Cannon
Title: Trustee
Address (for all Sponsors):
Address: 510 Hemlock Ave
Millbrae, CA 94030, USA
/s/ Robert Eu
AEX Capital, LLC
By:
Name: Robert Eu
Title: Managing Director
Address (for all Sponsors):
Address: 13/F Tower 2
New World tower
18 Queens Road Central
Hong Kong
WR Hambrecht + Co., LLC
By:
/s/ W.R. Hambrecht
Name: W.R. Hambrecht
Title: Founder and Director
Address (for all Sponsors):
Address:
P.O. Box 677, Berwyn, PA
/s/ W.R. Hambrecht
Hambrecht 1980 Revocable Trust
By:
Name: W.R. Hambrecht
Title: Trustee
Address:
P.O. Box 677, Berwyn, PA
/s/ Ronald L. Lakey
Shea Ventures LLC
By:
Name: Ronald L. Lakey
Title: Vice President
Address (for all Sponsors):
Address: 13/F Tower 2
New World tower
18 Queens Road Central
Hong Kong
Marbella Capital Partners Ltd.
/s/ John Wang
By:
Name: John Wang
Title: Director
Address (for all Sponsors):
Address: 13/F Tower 2
New World tower
18 Queens Road Central
Hong Kong
4
List of Subsidiaries
Name of Subsidiary
Jurisdiction of Formation
SGOCO International (HK) Limited
Hong Kong
SGOCO (Fujian) Electronic Co., Ltd
People’s Republic of China
Beijing SGOCO Image Technology Co., Ltd.
People’s Republic of China
SGO Corporation.
Delaware, USA
Exhibit 8.1
Exhibit 12.1
I, Burnette Or, President and Chief Executive Officer, certify that:
CERTIFICATION
1.
2.
3.
4.
I have reviewed this Annual Report on Form 20-F of SGOCO Group, Ltd.;
Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading regarding the period
covered by this Annual Report;
Based on my knowledge, the financial statements, and other financial information included in this Annual Report, fairly present in all material
respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this Annual
Report;
The Company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-
15(f) and 15d-15(f)) for the Company and have:
(a)
(b)
(c)
(d)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the period in which this Annual Report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles;
Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this Annual Report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Annual Report based on
such evaluation; and
Disclosed in this Annual Report any change in the Company’s internal control over financial reporting that occurred during the period
covered by the Annual Report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control
over financial reporting; and
5.
The Company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the Company’s auditors and the audit committee of the Company’s Board of Directors (or persons performing the equivalent
functions):
(a)
(b)
Dated: April 19, 2013
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s
internal control over financial reporting.
By: /s/ Burnette Or
Name: Burnette Or
Title: President and Chief Executive Officer
Signature Page to Form 20-F
I, David Xu, Chief Financial Officer, certify that:
CERTIFICATION
Exhibit 12.2
1.
2.
3.
4.
I have reviewed this Annual Report on Form 20-F of SGOCO Group, Ltd.;
Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading regarding
the period covered by this Annual Report;
Based on my knowledge, the financial statements, and other financial information included in this Annual Report, fairly present in all
material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this
Annual Report;
The Company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the Company and have:
(a)
(b)
(c)
(d)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known
to us by others within those entities, particularly during the period in which this Annual Report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles;
Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this Annual Report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Annual
Report based on such evaluation; and
Disclosed in this Annual Report any change in the Company’s internal control over financial reporting that occurred during the
period covered by the Annual Report that has materially affected, or is reasonably likely to materially affect, the Company’s
internal control over financial reporting; and
5.
The Company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the Company’s auditors and the audit committee of the Company’s Board of Directors (or persons performing the equivalent
functions):
(a)
(b)
Dated: April 19, 2013
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information;
and
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s
internal control over financial reporting.
By: /s/ David Xu
Name: David Xu
Title: Chief Financial Officer
Signature Page to Form 20-F
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 13.1
In connection with the Annual Report of SGOCO Group, Ltd. (the "Company") on Form 20−F for the year ended December 31, 2012, as filed with the
Securities and Exchange Commission on the date hereof (the "Annual Report"), I, Burnette Or, President and Chief Executive Officer, and I, David Xu, Chief
Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Annual Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Annual Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
Dated: April 19, 2013
Dated: April 19, 2013
By: /s/ Burnette Or
Name: Burnette Or
Title: President and Chief Executive Officer
By: /s/ David Xu
Name: David Xu
Title: Chief Financial Officer
Signature Page to Form 20-F
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in Registration Statements No. 333-172406 on Form S-8 and No. 333-176437 on Form F-3 of our
Annual Report dated April 19, 2013, relating to the consolidated financial statements of SGOCO Group, Ltd. and its subsidiaries (collectively the
“Company”), which appears in this Annual Report on Form 20-F of the Company for the years ended December 31, 2011 and 2012.
Exhibit 15.1
/s/ Crowe Horwath (HK) CPA Limited
Hong Kong, China
April 19, 2013
Consent of Independent Registered Public Accounting Firm
EXHIBIT 15.2
To the Board of Directors of
SGOCO Group, Ltd.
We hereby consent to the use of our report dated April 28, 2011, with respect to the consolidated balance sheets of SGOCO Group, Ltd. and Subsidiaries as of
December 31, 2010, and the related consolidated statements of income and other comprehensive income, shareholders’ equity and cash flows for the year
ended December 31, 2010, which report appears in the December 31, 2012 Annual Report on Form 20-F of SGOCO Group, Ltd.
We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (333-172406), and Registration Statement on Form F-3 (333-
176437), of the report described above, appearing in the Annual Report on Form 20-F of SGOCO Group, Ltd. for the year ended December 31, 2012.
/s/ Frazer Frost, LLP
Brea, California
April 19, 2013