|Item 1. Identity of Directors, Senior Management and Advisers|
|Item 2. Offer Statistics and Expected Timetable|
|Item 3. Key Information|
|Item 4. Information on The Company|
|Item 4A. Unresolved Staff Comments|
|Item 5. Operating and Financial Review and Prospects|
|Item 6. Directors, Senior Management and Employees|
|Item 7. Major Shareholders and Related Party Transactions|
|Item 8. Financial Information|
|Item 9. The Offer and Listing|
|Item 10. Additional Information|
|Item 11. Quantitative and Qualitative Disclosures About Market Risk|
|Item 12. Description of Securities Other Than Equity Securities|
|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 15T. Controls and Procedures|
|Item 16. Reserved|
|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. Change in Registrant's Certifying Accountant|
|Item 16G. Corporate Governance|
|Item 16H. Mine Safety Disclosures|
|Item 17. Financial Statements|
|Item 18. Financial Statements|
|Note 1. Reporting Entity|
|Note 2. Basis of Accounting|
|Note 3. Significant Accounting Policies|
|Note 4. Revenue and Segment Information|
|Note 5. Gain on Fair Value Change in Contingent Consideration Liability|
|Note 6. Other Income|
|Note 7. Finance Costs|
|Note 8. (Loss) / Profit Before Income Tax|
|Note 9. Income Tax Credit / (Expense)|
|Note 10. Dividends|
|Note 11. (Loss) / Earnings per Share|
|Note 12. Inventories|
|Note 13. Trade and Other Receivables|
|Note 14. Other Assets|
|Note 15. Plant and Equipment|
|Note 16. Intangible Assets and Goodwill|
|Note 17. Development Projects|
|Note 18. Trade and Other Liabilities|
|Note 19. Provision for Employee Benefits|
|Note 20. Amounts Due To Related Companies|
|Note 21. Amount Due To Ultimate Holding Company|
|Note 22. Borrowings|
|Note 23. Obligation Under Finance Lease|
|Note 24. Convertible Bonds|
|Note 25. Derivative Financial Instruments|
|Note 26. Controlled Entities|
|Note 27. Business Combinations|
|Note 28. Issued Capital|
|Note 29. Reserves|
|Note 30. Commitments|
|Note 31. Financial Risk Management|
|Note 32. Related Parties|
|Note 33. Cash Flow Information|
|Note 34. Key Management Personnel Disclosures (Unaudited)|
|Note 35. Parent Entity Information (Unaudited)|
|Note 36. Prior Year Adjustments|
|Note 37. Events Occurring After The Reporting Date|
|Note 38. Company Details|
|Item 19. Exhibits|
|Balance Sheet||Income Statement||Cash Flow|
|Comparables ($MM TTM)|
|Ticker||M Cap||Assets||Liab||Rev||G Profit||Net Inc||EBITDA||EV||G Margin||EV/EBITDA||ROA|
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
|☐||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|
For the fiscal year ended December 31, 2018
|☐||TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934|
For the transition period from to
|☐||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
Commission file number [ ]
Integrated Media Technology Limited
(Exact name of Registrant as specified in its charter
and translation of Registrant's name into English)
(Jurisdiction of incorporation or organization)
Level 7, 420 King William Street, Adelaide, SA 5000, Australia
Phone: +61 8 7324 6018 Fax: +61 8 8312 0248
(Address of principal executive offices)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
|Ordinary Shares|| |
The NASDAQ Capital Market
Securities registered or to be registered pursuant to Section 12(g) of the Act. None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. None
Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report.
The number of ordinary shares, as of April 15, 2019 is 3,377,386
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. (Check one):
|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
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
|Item 1.||Identity of Directors, Senior Management and Advisers||2|
|Item 2.||Offer Statistics and Expected Timetable||2|
|Item 3.||Key Information||2|
|Item 4.||Information on the Company||22|
|Item 4A.||Unresolved Staff Comments||45|
|Item 5.||Operating and Financial Review and Prospects||46|
|Item 6.||Directors, Senior Management and Employees||60|
|Item 7.||Major Shareholders and Related Party Transactions||68|
|Item 8.||Financial Information||70|
|Item 9.||The Offer and Listing||72|
|Item 10.||Additional Information||73|
|Item 11.||Quantitative and Qualitative Disclosures About Market Risks||83|
|Item 12.||Description of Securities Other than Equity Securities||83|
|Item 13.||Defaults, Dividend Arrearages and Delinquencies||84|
|Item 14.||Material Modifications to the Rights of Security Holders and Use of Proceeds||84|
|Item 15.||Controls and Procedures||84|
|Item 15T||Controls and Procedures||86|
|Item 16A.||Audit Committee Financial Expert||86|
|Item 16B.||Code of Ethics||86|
|Item 16C.||Principal Accountant Fees and Services||86|
|Item 16D.||Exemptions from the Listing Standards for Audit Committees||87|
|Item 16E.||Purchases of Equity Securities by the Issuer and Affiliated Purchasers||87|
|Item 16F.||Change in Registrant's Certifying Accountant||87|
|Item 16G.||Corporate Governance||87|
|Item 16H.||Mine Safety Disclosure||87|
|Item 17.||Financial Statements||88|
|Item 18.||Financial Statements||88|
Integrated Media Technology Limited was incorporated under the laws of the Commonwealth of Australia on August 8, 2008. As used in this annual report, the terms "we," "us," "our", "IMT", and the "Company" mean Integrated Media Technology Limited and its subsidiaries, unless otherwise indicated.
Our consolidated financial statements appearing in this annual report on Form 20-F are prepared in Australian dollars and in accordance with the International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or IASB. Our consolidated financial statements appearing in this annual report on Form 20-F comply with both the IFRS and Australian equivalents to IFRS, or A-IFRS. Compliance with Australian Accounting Standards ensures that the financial statements and notes also comply with IFRS.
In this annual report, all references to "U.S. dollars" or "US$" are to the currency of the United States of America, and all references to "Australian dollars" or "A$" are to the currency of Australia.
Statements made in this annual report on Form 20-F concerning the contents of any contract, agreement or other documents are summaries of such contracts, agreements or documents and are not complete descriptions of all of their terms. If we filed any of these documents as an exhibit to this annual report or to any annual report that we previously filed, you may read the document itself for a complete description of its terms.
Except for the historical information contained in this annual report on Form 20-F, the statements contained in this annual report on Form 20-F are "forward-looking statements" which reflect our current view with respect to future events and financial results. We urge you to consider that statements which use the terms "anticipate," "believe," "do not believe," "expect," "plan," "intend," "estimate," and similar expressions are intended to identify forward-looking statements. We remind investors that forward-looking statements are merely predictions and therefore inherently subject to uncertainties and other factors and involve known and unknown risks that could cause the actual results, performance, levels of activity, or our achievements, or industry results, to be materially different from any future results, performance, levels of activity, or our achievements expressed or implied by such forward-looking statements. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Except as required by applicable law, including the securities laws of the United States, we undertake no obligation to publicly release any update or revision to any forward-looking statements to reflect new information, future events or circumstances, or otherwise after the date hereof. Please see the Risk Factors section that appears in "Item 3. Key Information - D. Risk Factors."
|ITEM 1.||IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS|
|ITEM 2.||OFFER STATISTICS AND EXPECTED TIMETABLE|
|ITEM 3.||KEY INFORMATION|
|A.||Selected Financial Data|
|Our consolidated financial statements appearing in this annual report on Form 20-F comply with both the International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board and Australian equivalents to IFRS, or A-IFRS. Compliance with Australian Accounting Standards ensures that the financial statements and notes also comply with IFRS.|
|The following selected consolidated financial data as of December 31, 2018 and 2017 and for the fiscal years ended December 31, 2018, 2017 and 2016 have been derived from our audited consolidated financial statements and notes thereto included elsewhere in this annual report on Form 20-F, on a post-reverse split basis. This data should be read together with, and is qualified in its entirety by reference to, "Item 5. Operating and Financial Review and Prospects" as well as our consolidated financial statements and notes thereto appearing in "Item 18. Financial Statements" of this annual report on Form 20-F.|
The selected financial data are presented in Australian dollars (A$) (except as otherwise noted).
Consolidated Statement of Profit or Loss and other Comprehensive Income (Loss) Data:
|Year Ended December 31,|
|(in A$, except share amounts)|
|Cost of sales||(723,711)||(2,548,064)||(2,027,743)||(2,984,291)||(263,805)|
|Depreciation and amortization expenses||(2,029,373)||(2,021,131)||(2,147,231)||(383,635)||(124,335)|
|Corporate administrative expenses||(4,384,357)||(2,522,927)||(2,447,545)||(1,432,564)||(389,868)|
|Loss on financial assets at fair value through profit or loss||-||-||-||-||(551,787)|
|Gain / (loss) on disposal of a subsidiary||608,995||-||(872)||-||-|
|Other operating expenses||(2,503,507)||(1,510,267)||(1,627,234)||(506,245)||(167,339)|
|Gain on fair value change in derivative financial instruments||709,543||-||-||-||-|
|Provision for impairment loss of goodwill||(9,953,311)||-||-||-||-|
|Exchange (loss) / gain||493,365||61,307||(100,950)||-||-|
|Income tax credit / (expense)||507,057||187,213||(2,018,939)||356,158||-|
|Net / (loss) profit||(16,843,223)||1,692,666||3,595,068||2,356,122||(899,508)|
|Loss / (profit) per share - basic and diluted (post-reverse split)||(5.93)||0.64||1.37||1.22||(0.51)|
|Weighted average number of ordinary shares outstanding (post-reverse split) |
- basic and diluted
Consolidated Statement of Financial Position Data:
|As of December 31|
|Cash and cash equivalents||1,514,215||2,860,014||1,820,994||6,883,196||2,227,715|
|Total shareholders' equity||16,621,751||15,390,334||14,354,982||11,086,012||3,305,937|
|(1)||All previously reported share and per share amounts have been restated to reflect the reverse stock split of thirty-to-one effective on May 8, 2017.|
Exchange Rate Information:
The Company publishes its consolidated financial statements in Australian dollars. In this annual report and the annual report, references to dollars, "$" or "A$" are to Australian dollars currency and references to "U.S. dollars" or "US$" are to U.S. currency. Solely for informational purposes, this annual report and the annual report contains translations of certain Australian dollars into or from U.S. dollars at specified rates. These translations should not be construed as representations that the Australian dollars amounts actually represent such U.S. dollar amounts or could be converted into or from U.S. dollars at the rate indicated or at any other rate. Unless otherwise stated herein, the translations of Australian dollars into or from U.S. dollars have been made at $1.00 to US$0.7046, the buying rate on December 31, 2018.
The following tables set forth, for the periods and dates indicated, certain information regarding the rates of exchange of A$1.00 into US$ based on the noon market buying rate in New York City for cable transfers in Australian dollars as certified for customs purposes by the Federal Reserve Bank of New York, or the noon buying rate. The period average data set forth below is the average of the last day of each full month during the period.
Exchange rate as of the latest practicable date, April 12, 2019: A$1.00 is US$0.7176
|At Period End||Average Rate||High||Low|
|B.||Capitalization and Indebtedness|
|C.||Reasons for the Offer and Use of Proceeds|
The following risks relate specifically to our business and should be considered carefully. Our business, financial condition and results of operations could be harmed by any of the following risks. The risks and uncertainties described below are not the only ones that we face. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our business. If any of the following risks and uncertainties develops into actual events, our business, financial condition and results of operations could be materially and adversely affected, and the trading price of our ordinary shares could decline. As a result of the above factors, the trading price of our ordinary shares could decline and the holders could lose part or all of their investment.
Risks Related to Our Business
We have a history of operating losses until recently and may not maintain profitability in the future
We are a company at an early stage in the development of its 3D products and our success is uncertain. Unless we are able to generate sufficient and consistent product revenue, we will incur losses from operations and may not achieve or maintain profitability. As of December 31, 2018, we had an accumulated deficit of A$10,676,713. For the year ended December 31, 2018 we recorded loss of A$16,843,223. The loss was the result of the decline of sales of our ASD products and software, technology solutions and 2D to 3D auto conversion workstations, and the write-down of goodwill in the amount of A$9,953,311. The Group's business declined as compared to the prior year due to one-off sales of our software and technology solutions from year to year. Unless we continue to sell these 3D products and services on a consistent basis through distribution channels, we may incur losses from operations. Furthermore, we expect the costs of 3D development to increase over the next years as we continue to innovate our technologies and products. Because of the numerous risks and uncertainties associated with the development, manufacturing, sales and marketing of 3D products and services, we may experience lesser profits or even incur losses, and may never become profitable again. Our current or any future products may not be successfully developed, and if successfully developed, may not generate sufficient revenue to enable us to maintain profitability.
If we fail to remain profitable, or if we are unable to fund our continuing operations, our business will be harmed and the holders of our ordinary shares could lose all or part of their investment. There is a substantial risk that we may not be able to complete the development of our current 3D products or develop other 3D products. We will rely on 2D to 3D auto conversion workstation and our other 3D products to generate revenues for us in the future. It is possible that none of them will be successfully commercialized, which would prevent us from maintaining profitability.
We have a limited operating history, and it may be difficult for potential investors to evaluate our business
The 3D display operation commenced in 2013 with relatively short history. Our limited operating history makes it difficult for potential investors to evaluate our business or prospective operations with long term view. We are subject to all the risks inherent in the initial organization, financing, expenditures, complications and delays inherent in a relatively new business. Both our display and audio businesses faced delays in sales and financing from suppliers due to our new entry into the market. Our products are new in the market and face challenges in consumer recognition and acceptance, where more established players and products have better resources to penetrate the markets. Moreover as a new entrant in the competitive electronics market, we face many questions on our company, organization, finances and product information before electronic distributors are willing to carry our products into their network. Thus it takes additional time to establish distributor network for our products and also for these distributors to accept our products into their network. Our products may never be accepted by distributors and thereby hinder our ability to sell our products in the target markets. Investors should evaluate an investment in us in light of the uncertainties encountered by such companies in a competitive environment. Our business is dependent upon the implementation of our business plan, as well as the ability of our continuous innovation of both the 3D products. There can be no assurance that our efforts will be successful or that we will be able to attain profitability.
We will require additional financing in the future to sufficiently fund our operations, research and development activities
We have had intermediate success recently. However we had a significant loss in 2018, and we may incur losses in the future as we continue our 3D development. Our actual cash requirements may vary from those now planned and will depend upon many factors, including: the continued progress of our research and development programs; the timing, costs and results of product development; the commercial potential of our products; our ability to outsource manufacturing capabilities; and the status and timing of competitive developments.
We anticipate that as the development of 3D products and its associated costs increase we will require additional funds to achieve our long-term goals of commercialization and further development of other 3D products. In addition, we will require funds to defend intellectual property rights, outsource manufacturing capacity, develop marketing and sales capability and fund operating expenses. We intend to seek such additional funding through public or private financings and/or through licensing of our intellectual properties or other arrangements with corporate partners. However, such financing, licensing opportunities or other arrangements may not be available from any sources on acceptable terms, or at all. Any shortfall in funding could result in our having to curtail or cease our operations including our research and development activities, which would harm our business, financial condition and results of operations.
We have limited cash resources and if we cannot raise additional funds or generate more revenues, we will not be able to pay our vendors and will probably not be able to continue as a going concern
We will need to raise additional funds to pay outstanding debts, vendor invoices and execute our business plan. Our future cash flows depend on our ability to enter into, and be paid under, contracts with our distributors for the 3D and consumer electronics business. There can be no assurance that additional funds will be available when needed from any source or, if available, will be available on terms that are acceptable to us.
We may be required to pursue sources of additional capital through various means, including joint venture projects and debt or equity financings. Future financings through equity investments will be dilutive to existing stockholders. Also, the terms of securities we may issue in future capital transactions may be more favorable for our new investors. Newly issued securities may include preferences, superior voting rights, and the issuance of warrants or other convertible securities, which will have additional dilutive effects. Further, we may incur substantial costs in pursuing future capital and/or financing, including investment banking fees, legal fees, accounting fees, printing and distribution expenses and other costs. We may also be required to recognize non-cash expenses in connection with certain securities we may issue, such as convertible notes and warrants, which will adversely impact our financial condition and results of operations.
Our ability to obtain needed financing may be impaired by such factors as the weakness of capital markets and the fact that we have incurred a substantial loss in 2018 which could impact the availability or cost of future financings. If the amount of capital we are able to raise from financing activities, together with our revenues from operations, is not sufficient to satisfy our capital needs, even to the extent that we reduce our operations accordingly, we may be required to cease operations.
Our limited operating history and rapidly evolving business makes it difficult for us to accurately forecast revenues and expenses
We have a limited operating history on which to base an evaluation of our business and prospects. Our operating results may fluctuate as a result of a number of factors, many of which are outside of our control. For these reasons, comparing our operating results on a period-to-period basis may not be meaningful, and you should not rely on our past results as an indication of our future performance. Our prospects must be considered in light of inherent risks, expenses, and difficulties encountered by companies in their early stages of development, particularly in new and evolving markets.
We have incurred losses in 2018 but profits in 2017 and 2016 from our ASD products and software, 2D to 3D auto conversion workstations and the audio products. However, our future prospects are uncertain in light of the risks and uncertainties experienced by early stage companies in evolving electronic technology industries. Due to our short history, it is difficult for us to predict future revenues and operating expenses. We based our expense levels, in part, on our expectations of future revenues from anticipated transactions. If our 3D business develop slower than we expect, we may continue to incur losses and we may then have to curtail part of our business plan and the market price of our stock may decline.
Some of the other risks and uncertainties of our business relate to our ability to:
- offer new and innovative 3D products and services to attract and retain customer base;
- attract customers;
- increase awareness of our audio brand and continue to develop consumer and customer loyalty;
- respond to competitive market conditions;
- respond to changes in our regulatory environment;
- manage risks associated with intellectual property rights;
- maintain effective control of our costs and expenses;
- raise sufficient capital to sustain and expand our business;
- attract, retain and motivate qualified personnel; and
- upgrade our technology to support increased traffic and expanded services.
If we are unsuccessful in addressing any of these risks and uncertainties, our business may be materially and adversely affected.
The development of our business is dependent upon the completion and integration of acquisitions and other transactions that have only recently closed or incurred in the future
Our principal focus is on our 3D products and services businesses. Even when we close acquisitions like Marvel Digital Limited ("MDL") or the distribution of conductive film for the electronic glass, our business will not be successful if we are unable to successfully operate and integrate the businesses we acquire. Accordingly, it is difficult to evaluate our business based upon our historical financial results. We expect to continually look for new businesses to acquire to develop and grow our operations. If we fail to identify such business, or are unable to acquire such businesses on reasonable terms, or fail to successfully integrate such businesses, our operating results and prospects could be harmed.
We face significant competition and may suffer from a loss of customers as a result
We expect to face significant competition in our 3D display businesses, particularly from other companies that seek to provide similar products and services. Many of these competitors have significantly greater financial resources and more personnel than we do. They may also have longer operating histories and more experience in attracting, retaining and managing customers. They may use their experience and resources to compete with us in a variety of ways, including by competing more for users, customers, distributors, media channels and by investing more heavily in research and development and making acquisitions. If we fail to compete effectively, our business, financial condition and results of operation will be adversely affected.
Our research and development efforts will be seriously jeopardized if we are unable to attract and retain key personnel and cultivate key academic and scientific collaborations
We are a company with 74 employees as of December 31, 2018. Our success is highly dependent on the continued contributions of our principal management and technology personnel and on our ability to develop and maintain important relationships with leading academic institutions. Competition among technology companies for qualified employees is intense, and we cannot be certain that we will be able to continue to attract and retain qualified scientific and management personnel critical to our success. We also have relationships with leading academic and technology collaborators who conduct research at our request or assist us in formulating our research and development strategies. These academic and technology collaborators are not our employees and may have commitments to, or consulting or advisory contracts with, other entities that may limit their availability to us.
We may need to rely on the marketing and distribution capabilities of third parties for our GOXD picture frame business
We currently have limited experience in marketing, sales or distribution of consumer electronics products such as our GOXD picture frame business. If GOXD picture frame enters into the consumer electronics category, we may be required to enter into marketing arrangements with other parties who have established appropriate marketing, sales and distribution capabilities. We cannot make any assurances that we will be able to enter into marketing arrangements with any marketing partner or that if such arrangements are established, our marketing partners will be able to commercialize our products successfully. Other companies offering similar or substitute products may have well-established and well-funded marketing and sales operations in place that will allow them to market their products more successfully. Failure to establish sufficient marketing capabilities may have a material adverse impact on our potential revenues and results of operations. Alternatively, if we decide to perform our own sales and marketing activities, we will require additional management, will need to hire sales and marketing personnel, and will require additional capital. We cannot make any assurances that qualified personnel will be available in adequate numbers or at a reasonable cost, that additional financing will be available on acceptable terms, or at all, or that our sales staff will achieve success in their marketing efforts.
Exchange rate fluctuations will continue to affect our reported results of operations
The functional currency of each of our Group's entities is measured using the currency of the primary economic environment in which that entity operates. For our operations in Hong Kong and China, the functional currency for the companies operating in these territories will have a functional currency of Hong Kong dollars and Chinese Renminbi, respectively. Substantially all of our revenues are realized, and a significant portion of our operating costs are incurred, in Hong Kong dollars and Chinese Renminbi. Movement in currency exchange rates will also affect cash denominated in U.S. dollars and Australian dollars and therefore will affect our reported results of operations.
We have limited manufacturing experience with our production candidates. Delays in manufacturing sufficient quantities of products may negatively impact our business and operations
We have limited manufacturing experience. Our main focus is on pre-mass production manufacturing whilst we subcontract the mass production manufacturing to qualified manufacturers. Should we obtain test orders, we may not be able to manufacture sufficient quantities in a cost-effective or timely manner which would hinder the commercialization of the product, and reduce or prevent potential revenues. We may manufacture ourselves, but we may not have the expertise, staffing and technical capability to operate a successful and profitable manufacturing operation. We may need to develop additional manufacturing resources, enter into collaborative arrangements with other parties, or have third parties manufacture our products on a contract basis. We may not have access, on acceptable terms, to the substantial financing that would be required to scale-up production and develop commercial manufacturing processes. We may not be able to enter into collaborative or contractual arrangements on acceptable terms with third parties that will meet our requirements for quality, quantity and timeliness. Such delays and hurdles could harm our business, financial condition and results of operations.
To the extent we rely significantly on contractors, we will be exposed to risks related to the business conditions of our contractors
We are a small company, with few test manufacturing staff and small assembly facilities. We rely on a variety of contractors to manufacture our products. Adverse events that affect one or more of our contractors could adversely affect us, such as:
|•||a contractor is unable to retain key staff that have been working on our manufacturing orders;|
|•||a contractor produces substandard products that are unacceptable to clients;|
|•||a contractor is unable to sustain operations due to financial or other business issues;|
|•||a contractor loses its business permits or licenses that may be required to manufacture our products; or|
|•||errors, negligence or misconduct that occur within a contractor may adversely affect our business concerns although we may not be directly responsible.|
To the extent we are able to enter into collaborative arrangements or strategic alliances, we will be exposed to risks related to those collaborations and alliances
An important element of our strategy for developing, manufacturing and commercializing our 3D products is entering into partnerships and strategic alliances with other electronics and distribution companies or other industry participants to advance our development and distribution capabilities and enable us to maintain our financial and operational capacity. We may not be able to negotiate alliances on acceptable terms, if at all. Although we are not currently party to any collaborative arrangement or strategic alliance that we believe is material to our business, in the future we may rely on collaborative arrangements or strategic alliances to complete the development and commercialization of some of our 3D products. Although we have no specific reason to believe that we will be at a disadvantage when negotiating such collaborative arrangements or strategic alliances, our negotiating position will be influenced by our financial capacity at the relevant time to continue the development and commercialization of the relevant 3D products, as well as the timing of any such negotiations and the stage of development of the relevant product candidate. These arrangements may result in us receiving less revenue than if we sold such products directly, may place the development, sales and marketing of our products outside our control, may require us to relinquish important rights or may otherwise be on terms unfavorable to us. Collaborative arrangements or strategic alliances will subject us to a number of risks, including the risk that:
|•||we may not be able to control the amount and timing of resources that our strategic partners/collaborators may devote to the 3D products;|
|•||our strategic partners/collaborators may experience financial difficulties;|
|•||we may be required to relinquish important rights such as marketing and distribution rights;|
|•||business combinations or significant changes in a collaborator's business strategy may also adversely affect a collaborator's willingness or ability to complete its obligations under any arrangement;|
|•||a collaborator could independently move forward with a competing product developed either independently or in collaboration with others, including our competitors; and|
|•||collaborative arrangements are often terminated or allowed to expire, which would delay the development and may increase the cost of developing our product candidates.|
We may face intellectual property infringement claims and other related claims that could be time-consuming and costly to defend and may result in our inability to continue providing certain of our existing services
Technology and service companies are frequently involved in litigation based on allegations of infringement of intellectual property rights, unfair competition, and invasion of privacy, defamation and other violations of third-party rights. The validity, enforceability and scope of protection of intellectual property, particularly in China, are uncertain and still evolving. In addition, many parties are actively developing and seeking protection for electronics technologies, including seeking patent protection. There may be patents issued or pending that are held by others that cover significant aspects of our technologies, products, business methods or services. As we face increasing competition and as litigation becomes more common in China and Hong Kong and elsewhere in Asia for resolving commercial disputes, we face a higher risk of being the subject of intellectual property infringement claims.
Intellectual property litigation is expensive and time consuming and could divert resources and management attention from the operations of our businesses. If there is a successful claim of infringement, we may be required to pay substantial fines and damages or enter into royalty or license agreements that may not be available on commercially acceptable terms, if at all. Our failure to obtain a license of the rights on a timely basis could harm our business. Any intellectual property litigation could have a material adverse effect on our business, financial condition or results of operations.
If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent fraud
We are subject to reporting obligations under the U.S. securities laws. The SEC, as required by Section 404 of the Sarbanes-Oxley Act of 2002, adopted rules requiring every public company to include in its annual report a management report on such company's internal controls over financial reporting which contains management's assessment of the effectiveness of the company's internal controls over financial reporting. In addition, if the Company qualifies under certain revenue or market capitalization test an independent registered public accounting firm must attest to and report on management's assessment of the effectiveness of the company's internal controls over financial reporting. In addition, an independent registered public accounting firm must attest to and report on management's assessment of the effectiveness of the company's internal controls over financial reporting. These requirements may first apply to our annual report on Form 20-F for the fiscal year ending December 31, 2019. Our management may conclude that our internal controls over financial reporting are not effective. Moreover, even if our management concludes that our internal controls over financial reporting are effective, our independent registered public accounting firm may still decline to attest to our management's assessment or may issue a report that is qualified if they are not satisfied with our controls or the level at which our controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from us. Our reporting obligations as a public company will place a significant strain on our management, operational and financial resources and systems for the foreseeable future. We are a company with a small team of accounting personnel and other resources with which to address our internal financial controls and procedures. If we fail to timely achieve and maintain the adequacy of our internal financial controls, we may not be able to conclude that we have effective internal controls over financial reporting at a reasonable assurance level. Moreover, effective internal controls over financial reporting are necessary for us to produce reliable financial reports and are important to help prevent fraud. As a result, our failure to achieve and maintain effective internal controls over financial reporting could result in the loss of investor confidence in the reliability of our financial statements, which in turn could harm our business and negatively impact the market price of our shares.
If we fail to attract customers for our 3D products or services, our growth prospects could be seriously harmed
Our distributors will not work with us if our products and services offerings do not sell well or do not have adequate sales margin for their sales channels. In addition, our customers will not maintain their business relationships with us if we cannot secure attractive competitive product and service offerings. Failure to retain customers, distributors or channel partners could seriously harm our business and growth prospects.
Because we primarily rely on distributors in distributing 3D display technology and systems, our failure to retain key distributors or attract additional distributors could materially and adversely affect our business
For our 3D business, we mainly rely on distributors to sell our products and services. If our distributors do not provide quality services to its customers, they may lose customers and our results of operations may be materially and adversely affected indirectly. We will sign distributing agreements with our distributors, although we may not sign any long-term agreements with them, but we cannot assure that we can maintain favorable relationships with them. Our distribution arrangements will be non-exclusive. Furthermore, some of our potential distributors may have contracts with our competitors or potential competitors and may not sign distribution agreements with us. If we fail to retain our key distributors or attract additional distributors on terms that are commercially reasonable, our business and results of operations could be materially and adversely affected.
The recent global economic and financial market crisis has had and may continue to have a negative effect on our business and results of operations
Global economic conditions could have a negative effect on our business and results of operations like the global economic and stock market downturn in early 2018 when economic activity in China and throughout much of the world has also undergone an economic downturn. As a result the global credit and liquidity have tightened in much of the world. Some of our potential customers in China and Hong Kong may face business downturn and credit issues, and could experience cash flow problems and other financial hardships, which could affect timeliness of doing business with us.
Changes in governmental banking, monetary and fiscal policies to restore liquidity and increase credit availability may not be effective in alleviating the global economic declines. It is difficult to determine the breadth and duration of the economic and financial market problems and the many ways in which they may affect our customers and our business in general. Nonetheless, continuation or further worsening of these difficult financial and macroeconomic conditions could have a significant effect on our business and results of operations.
Capital markets are currently experiencing a period of dislocation and instability, which has had and could continue to have a negative impact on the availability and cost of capital
The general disruption in the U.S. and Australia capital markets has impacted the broader financial and credit markets and reduced the availability of debt and equity capital for the market as a whole. These conditions could persist for a prolonged period of time or worsen in the future. Our ability to access the capital markets may be restricted at a time when we would like, or need, to access such markets, which could have an impact on our flexibility to react to changing economic and business conditions. The resulting lack of available credit, lack of confidence in the financial sector, increased volatility in the financial markets and reduced business activity could materially and adversely affect our business, financial condition, results of operations and our ability to obtain and manage our liquidity. In addition, the cost of debt financing may be materially adversely impacted by these market conditions.
The success of our business depends on the continuing contributions of Dr. Herbert Ying Chiu Lee and other key personnel who may terminate their employment with us at any time, and we will need to hire additional qualified personnel
We rely heavily on the services of Dr. Herbert Ying Chiu Lee, our director and former Chief Executive Officer, as well as a few other management personnel. Loss of the services of any such individuals would adversely impact our operations. In addition, we believe our technical personnel represent a significant asset and provide us with a competitive advantage over many of our competitors and that our future success will depend upon our ability to retain these key employees and our ability to attract and retain other skilled financial, engineering, technical and managerial personnel. We do not currently maintain any "key man" life insurance with respect to any of such individuals.
Our success depends on the continuing efforts of our senior management team and other key personnel and our business may be harmed if we lose their services
Our future success depends heavily upon the continuing services of the members of our senior management. If one or more of our senior executives or other key personnel are unable or unwilling to continue in their present positions, we may not be able to replace them easily or at all, and our business may be disrupted and our financial condition and results of operations may be materially and adversely affected. Competition for senior management and key personnel is intense, the pool of qualified candidates is very limited, and we may not be able to retain the services of our senior executives or key personnel, or attract and retain high-quality senior executives or key personnel in the future.
In addition, if any member of our senior management team or any of our other key personnel joins a competitor or forms a competing company, we may lose customers, distributors, know-how and key professionals and staff members. Each of our executive officers and key employees has entered into an employment agreement with us which contains confidentiality and non-competition provisions. Legal proceedings to enforce such provisions would be costly in both money and management time and such provisions may not be enforced or enforceable.
Our research and development efforts will be jeopardized if we are unable to retain key personnel and cultivate key academic and technology collaborations
Our future success depends to a large extent on the continued services of our senior management and key technology personnel. We are currently in the process of obtaining key man insurance for key management personnel. We are not aware that any member of our senior management personnel is contemplating ending their relationship with IMTE. Competition among technology companies for qualified employees is intense and we may not be able to attract and retain personnel critical to our success. Our success depends on our continued ability to attract, retain and motivate highly qualified management, technology personnel, manufacturing personnel, sales and marketing personnel and on our ability to develop and maintain important relationships with researchers, scientists and leading academic institutions. If we fail to identify, attract, retain and motivate these highly skilled personnel, we may be unable to continue our development and commercialization activities.
We rely on highly skilled personnel and if we are unable to retain or motivate key personnel or hire qualified personnel, we may not be able to grow effectively
Our performance and future success depends on the talents and efforts of highly skilled individuals. We will need to continue to identify, hire, develop, motivate and retain highly skilled personnel for all areas of our organization. Competition in our industry for qualified employees is intense. Our continued ability to compete effectively depends on our ability to attract new employees and to retain and motivate our existing employees.
As competition in our industry intensifies, it may be more difficult for us to hire, motivate and retain highly skilled personnel. If we do not succeed in doing so, we may be unable to grow effectively.
We have no business insurance coverage
We do not have any business liability or disruption insurance coverage for our operations in China and Hong Kong. Any business disruption, litigation or natural disaster may result in our incurring substantial costs and the diversion of our resources.
We are exposed to risks associated with the weakening global economy, which increase the uncertainty of consumers purchasing products and/or services
The recent severe tightening of the credit markets, turmoil in the financial markets, and weakening global economy are contributing to a decrease in spending by consumers. If these economic conditions are prolonged or deteriorate further, the market for our products and services will decrease accordingly.
Our Company may experience, and continues to experience, rapid growth in operations, which may place, and may continue to place, significant demands on its management, operational and financial infrastructure
If the Company does not effectively manage its growth, the quality of its products and services could suffer, which could negatively affect the Company's brand and operating results. To effectively manage this growth, the Company will need to continue to improve its operational, financial and management controls and its reporting systems and procedures. Failure to implement these improvements could hurt the Company's ability to manage its growth and financial position.
Our Company's business faces inherent risk in the electronics and digital media industries for 3D products and services
Our Group's business is subject to certain risks inherent in the electronics and digital advertising industries for 3D products and services. Our Group's revenue and operating results could be adversely affect by many factors which include, amongst others, changes in general economic, business and credit conditions, fluctuation in foreign exchange rates, changes in demand for and market acceptance of our products and services, our ability to introduce new products and services and enhancements in a timely manner, rapid technological changes, increase in operating expenses, lower profit margins due to pricing competition and delay in expansion plans.
Our Group seeks to limit these business risks through, inter-alia prudent management policies, keeping abreast with new developments and technologies in the relevant industries and maintaining good relationship with customers and suppliers. However there can be no assurance that any changes in these factors will not have any material adverse effect on our Group's business.
Our Company's business faces competition from local and foreign competitors
Our Group faces competition from both local and foreign competitors which offer similar products that of our Group offerings. Increased competition could result in competitive pricing resulting in lower profit margins. However, our Group believes that we have competitive edge over our competitors; including amongst others, better quality products, access to R&D capabilities and technological expertise acquired over the years.
Our Group seeks to limit the competitive risks through, inter-alia constant review of our development and marketing strategies to adapt to changes in economic conditions and market demands as well as focusing on certain markets and industries. However, there can be no assurance that our Group will be able to compete effectively against our competitors and that competitive pressure will not materially and adversely affect our Group's business, operations and results and or financial condition.
Risks Relating to Our Organization
Public company compliance may make it more difficult for us to attract and retain officers and directors
The Sarbanes-Oxley Act and new rules subsequently implemented by the SEC have required changes in corporate governance practices of public companies. As a public company, we expect these new rules and regulations to increase our compliance costs to an estimate of about A$250,000 and to make certain activities more time consuming and costly. As a public company, we also expect that these new rules and regulations may make it more difficult and expensive for us to obtain director and officer liability insurance in the future and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified persons to serve on our board of directors or as executive officers.
If we infringe the intellectual property rights of third parties, it may increase our costs or prevent us from the commercialization our product candidates.
There is a risk that we are or may infringe the proprietary rights of third parties of which we are unaware. There has been substantial litigation and other proceedings regarding patent and other intellectual property rights in the electronics industries. To date, we have not been involved in any such third-party claims and we are not aware that our 3D infringe the intellectual property rights of third parties. As a result of intellectual property infringement claims, or to avoid potential claims, we might be:
|•||prohibited from selling or licensing any products that we may develop unless the patent holder licenses the patent to us, which it is not required to do;|
|•||required to expend considerable amounts of money in defending the claim;|
|•||required to pay substantial royalties or grant a cross license to our patents to another patent holder;|
|•||required to redesign the formulation of a product so that it does not infringe, which may not be possible or could require substantial funds and time; or|
|•||required to pay substantial monetary damages.|
Future sales of our products may suffer if they are not accepted in the marketplace by consumers and customers.
There is a risk that our 3D products may not gain market acceptance by consumers and customers. The degree of market acceptance of any of our 3D and audio products will depend on a variety of factors, including:
|•||timing of market introduction; and|
|•||price and product feature compared to existing and new products.|
We may be exposed to product liability claims which could harm our business.
The marketing and sale of consumer and electronic products entails an inherent risk of product liability. We face product liability exposure related to our products. Regardless of merit or eventual outcome, liability claims may result in:
|•||decreased demand for our products;|
|•||injury to our reputation;|
|•||costs of related litigation;|
|•||substantial monetary awards to customers and others;|
|•||loss of revenues; and|
|•||the inability to commercialize our other products.|
If there is a claim made against us or some other problems that is attributable to our products, our share price may be negatively affected. Even if we were ultimately successful in product liability litigation, the litigation would consume substantial amounts of our financial and managerial resources and may create adverse publicity, all of which would impair our ability to generate sales of our product candidates. We may incur substantial liabilities or be required to limit development or commercialization of our product candidates if we cannot successfully defend ourselves against product liability claims. Such coverage may not be available in the future on acceptable terms, or at all. Even if we have adequate insurance coverage, product liability claims or recalls could result in negative publicity and force us to devote significant managerial and financial resources to those matters, and the commercialization of our other products may be delayed or severely compromised.
Changes in government legislation and policy may adversely affect us
While we do not anticipate in the near future any specific material changes in government legislation that may adversely affect us, any material changes in interest rates, exchange rates, relevant taxation and other legal regimes and government policies may adversely affect our operations, the use of our financial resources and the market price of our ordinary shares.
Currency fluctuations may expose us to increased costs and revenue decreases
Our business may in the future be affected by fluctuations in foreign exchange rates. Currency fluctuations could, therefore, cause our costs to increase and revenues to decline. The majority of our expenses will continue to be denominated in Hong Kong dollars and Renminbi. In the past two years, the Australian dollars, our reporting currency, has as a general trend, depreciated against the U.S. currency. We cannot anticipate whether this trend will continue in respect of the U.S. dollars. The exchange rates of the Australian dollar to the Hong Kong and the Chinese Renminbi have also fluctuated over the same period. In circumstances where the Australian dollar depreciates against either or both of the U.S. dollar, Hong Kong dollar or Chinese Renminbi, this may have an adverse effect on our costs incurred in either the U.S. or Hong Kong or China (as applicable) but may have a positive effect on any revenues which we source from the U.S. or Hong Kong or China (as applicable). The same principles apply in respect of our costs and revenues in other jurisdictions. In addition, we conduct operations in Hong Kong and China, which exposes us to potential cost increases resulting from fluctuations in exchange rates. To date, we have been affected negatively on material foreign exchange losses as a result of currency fluctuations.
Australian takeovers laws may discourage takeover offers being made for us or may discourage the acquisition of large numbers of our shares
We are incorporated in Australia and are subject to the takeovers laws of Australia. Amongst other things, we are subject to the Corporations Act 2001 (Commonwealth of Australia). Subject to a range of exceptions, the Corporations Act prohibits the acquisition of a direct or indirect interest in our issued voting shares if the acquisition of that interest will lead to a person's or someone else's voting power in us increasing from 20% or below to more than 20%, or increasing from a starting point that is above 20% and below 90%. Exceptions to the general prohibition include circumstances where the person makes a formal takeover bid for us, if the person obtains shareholder approval for the acquisition or if the person acquires less than 3% of the voting power of us in any rolling six month period. Australian takeovers laws may discourage takeover offers being made for us or may discourage the acquisition of large numbers of our shares.
Rights as a holder of ordinary shares are governed by Australian law and our Constitution and differ from the rights of shareholders under U.S. law. Holders of our ordinary shares may have difficulty in effecting service of process in the United States or enforcing judgments obtained in the United States
We are a public company incorporated under the laws of Australia. Therefore, the rights of holders of our ordinary shares are governed by Australian law and our Constitution. These rights differ from the typical rights of shareholders in U.S. corporations. Circumstances that under U.S. law may entitle a shareholder in a U.S. company to claim damages may also give rise to a cause of action under Australian law entitling a shareholder in an Australian company to claim damages. However, this will not always be the case. Holders of our ordinary shares may have difficulties enforcing, in actions brought in courts in jurisdictions located outside the U.S., liabilities under U.S. securities laws. In particular, if such a holder sought to bring proceedings in Australia based on U.S. securities laws, the Australian court might consider:
|•||that it did not have jurisdiction; and/or|
|•||that it was not an appropriate forum for such proceedings; and/or|
|•||that, applying Australian conflict of laws rule, U.S. law (including U.S. securities laws) did not apply to the relationship between holders of our ordinary shares and us or our directors and officers; and/or|
|•||that the U.S. securities laws were of a public or penal nature and should not be enforced by the Australian court.|
Holders of our ordinary shares may also have difficulties enforcing in courts outside the U.S. judgments obtained in the U.S. courts against any of our directors and executive officers or us, including actions under the civil liability provisions of the U.S. securities laws.
Our operations may be materially and adversely affected by changes in the economic, political and social conditions of the PRC
Substantially all of our non-cash assets are located in, and substantially all of our revenue is sourced from, the PRC. Accordingly, our business, financial condition, results of operations and prospects may be influenced to a significant degree by political, economic and social conditions in the PRC generally and by continued economic growth in the PRC as a whole.
The PRC economy differs from the economies of most developed countries in many respects, including the extent of government involvement, level of development, growth rate, control of foreign exchange and allocation of resources. While the PRC economy has experienced significant growth over the past three decades, growth has been uneven across different regions and among various economic sectors. The PRC government has implemented various measures to encourage economic development and guide the allocation of resources. Some of these measures benefit the overall PRC economy, but may also have a negative effect on us. For example, our operating results and financial condition may be adversely affected by government control over capital investments or changes in tax regulations that are applicable to us. We cannot predict the possible impact of any future economic policies of the PRC government on our business and operations.
The PRC is facing a continued slowdown in economic growth. China's annual gross domestic product growth rate 2018 was 6.7% compared to 6.9% in 2017 and 6.9% in 2016. This slowdown could cause a slowdown or decline in investment in digital advertising display networks, which, in turn, may result in a reduction of demand for our products and services and thus materially reduce our revenues and profitability.
Uncertainties in the interpretation and enforcement of PRC laws, rules and regulations could limit the legal protections available to you and us.
The PRC legal system is a civil law system based on written statutes. Unlike common law systems, it is a system in which legal decisions have limited value as precedents. In 1979, the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters in general. The overall effect of legislation over the past three decades has significantly increased the protections afforded to various forms of foreign or private-sector investment in the PRC. Our operations in the PRC are foreign-invested enterprise and is subject to laws, rules and regulations applicable to foreign investment in the PRC as well as laws, rules and regulations applicable to foreign-invested enterprises. These laws, rules and regulations change frequently, and their interpretation and enforcement involve uncertainties. For example, we may have to resort to administrative and court proceedings to enforce the legal protections that we enjoy either by law or contract. However, since PRC administrative and court authorities have significant discretion in interpreting and implementing statutory and contractual terms, it may be more difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection we enjoy than in more developed legal systems. These uncertainties may also impede our ability to enforce the contracts we have entered into, and materially impair our business and operations.
We may rely on dividends and other distributions on equity paid by our operating subsidiary to fund cash and financing requirements, and limitations on the ability of our operating subsidiaries to pay dividends to us could materially restrict our ability to conduct our business.
We, as a holding company, may rely on dividends and other distributions on equity paid by our operating PRC subsidiaries for our cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to the parent company, service any debt we may incur and pay our operating expenses. If these PRC subsidiaries incurs debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other distributions to us. Furthermore, relevant PRC laws, rules and regulations permit payments of dividends by our PRC subsidiaries only out of their retained earnings, if any, determined in accordance with PRC accounting standards and regulations.
Restrictions on currency exchange may limit our ability to effectively utilize our revenues as well as the ability of our PRC subsidiaries to obtain debt or equity financing from financial institutions or investors outside the PRC, including us.
A significant portion of our operating revenues have been denominated in Renminbi. The Renminbi is currently convertible under the "current account," which includes dividends, trade and service-related foreign exchange transactions, but not under the "capital account," which includes foreign direct investment and loans. Currently, each of our PRC subsidiaries may purchase foreign exchange for settlement of "current account transactions," including purchase of imported components i.e. display chips and payment of dividends to the overseas parent company, without the approval of the SAFE by complying with certain procedural requirements. However, the relevant PRC government authorities may limit or eliminate our ability to purchase foreign currencies in the future for current account transactions. Since a significant amount of our future revenues will likely be denominated in Renminbi, any existing and future restrictions on currency exchange may limit our ability to utilize revenues generated in Renminbi to purchase for example computer display chips from suppliers outside the PRC or fund our business activities outside the PRC denominated in foreign currencies or pay dividends in foreign currencies to our overseas parent company.
In addition, certain foreign exchange transactions under the capital account are still subject to limitations and require approvals from, or registration with, the SAFE (or qualified banks designated by it) and other relevant PRC government authorities. In particular, any loans to our PRC subsidiaries are subject to PRC regulations and approvals. For example, loans by us to Marvel Display Technology (Shenzhen) Limited, a foreign-invested enterprise, cannot exceed statutory limits and must be registered with the SAFE or its local counterpart.
This could affect the ability of Marvel Display Technology (Shenzhen) Limited to obtain foreign exchange through debt or equity financing, including by means of loans or capital contributions from us.
Our independent registered public accounting firm's audit documentation related to its audit report included in our annual report may include audit documentation located in China. The Public Company Accounting Oversight Board currently cannot inspect audit documentation located in China and, as such, you may be deprived of the benefits of such inspection.
Our independent registered public accounting firm issued an audit opinion on the financial statements included in our annual report filed with the SEC. As an auditor of companies that are traded publicly in the United States and a firm registered with the Public Company Accounting Oversight Board, or the PCAOB, our auditor is required by the laws of the United States to undergo regular inspections by the PCAOB. However, work papers located in China are not currently inspected by the PCAOB because the PCAOB is currently unable to conduct inspections without the approval of the PRC authorities.
Inspections of certain other firms that the PCAOB has conducted outside of China have identified deficiencies in those firms' audit procedures and quality control procedures, which may be addressed as part of the inspection process to improve future audit quality. However, the PCAOB is currently unable to inspect an auditor's audit work related to a company's operations in China and where such documentation of the audit work is located in China. As a result, our investors may be deprived of the benefits of the PCAOB's oversight of auditors that are located in China through such inspections.
The inability of the PCAOB to conduct inspections of an auditor's work papers in China makes it more difficult to evaluate the effectiveness of any of our auditor's audit procedures or quality control procedures that may be located in China as compared with auditors outside of China that are subject to PCAOB inspections. Investors may consequently lose confidence in our reported financial information and procedures and the quality of our financial statements.
PRC government may alter its regulations and policies from time to time which may have direct or indirect impact to our Company operation.
Regulations and policies may be altered or other new regulations and policies may be implemented by PRC government from time to time which may have direct or indirect impact to our business operations. Some examples of such regulations and policies are:
|1||media broadcast regulations over the Internet;|
|2||foreign media to be distributed in PRC;|
|3||operating permit for mobile sales and distribution;|
|4||copyrighted digital media regulations;|
|5||educational and cultural materials to be sold, distributed, created or transacted in PRC by foreign investment entities;|
|6||foreign investment entities to operate business in the educational and media industries.|
These are only some of the examples that may have more direct impact to our business. Change of government officials may also affect changes in regulations and policies, especially within local government. These changes may have impact to the operating strategies or financial performance of the Company.
Risks Associated with Our Technology and Intellectual Property
Potential technological changes in our field of business create considerable uncertainty
We are engaged in the 3D technology field, which is characterized by extensive research efforts and rapid technological progress. New developments in research are expected to continue at a rapid pace in both industry and academia. Research and discoveries by others may render some or all of our products uncompetitive or obsolete.
Our business strategy is based in part upon new technologies to the development of 3D products. Unforeseen problems may develop with these technologies or applications and it is possible that commercially feasible products will not ultimately be developed by us.
If we are unable to keep pace with technological change or with the advances of our competitors our technology and products may become non-competitive
The 3D display and electronics industries are subject to rapid and significant technological change. Our competitors in Hong Kong, China and Australia and elsewhere are numerous and include, among others, major technology companies, large electronics companies, universities and other research institutions. These competitors may develop technologies and products that are more effective than any that we are developing, or which would render our technology and products obsolete or non-competitive. Many of these competitors have greater financial and technical resources and manufacturing and marketing capabilities than we do. In addition, many of our competitors have much more experience than we do in commercializing new technologies of new or improved display products.
We know that competitors are developing or manufacturing various technologies or products for the 3D display products and services that we have targeted for product development. Some of these competitive products use alternative approaches that compete directly with some of our product candidates. Our ability to further develop our products may be adversely affected if any of our competitors were to succeed in commercializing their products sooner than we do.
Our success depends upon our ability to protect our intellectual property and our proprietary technology
Our success will depend in large part on whether we can:
|•||Obtain and maintain patents to protect our own products;|
|•||Obtain licenses to relevant patented technologies of third parties;|
|•||Operate without infringing on the proprietary rights of third parties;|
|•||Protect our trade secrets and know-how; and|
|•||Retain our valuable scientific staff who are experts on the subject matter.|
Patent matters in industrial and consumer electronics are highly uncertain and involve complex legal and factual questions. Accordingly, the availability and breadth of claims allowed in electronics patents cannot be predicted. Statutory differences in patentable subject matter may limit the protection we can obtain on some or all of our inventions outside Hong Kong or China or prevent us from obtaining patent protection outside Hong Kong or China, either of which could have a material adverse effect on our business, financial condition and results of operations. Moreover, since patent applications in Hong Kong or China are maintained in secrecy until the patent is issued, and since publication of discoveries in the scientific or patent literature often lags behind actual discoveries, we cannot be certain that we or any of our licensors were the first creator of inventions covered by pending patent applications or that we or our licensors were the first to file patent applications for such inventions. Additionally, the enforceability of a patent depends on a number of factors that may vary amongst jurisdictions. These factors may include the novelty of the invention, the requirement that the invention not be obvious in light of prior art (including prior use or publication of the invention), the utility of the invention, and the extent to which the patent clearly describes the best method of working the invention.
Our success depends upon our ability to protect our intellectual property and our proprietary technology (continued)
While we intend to seek patent protection for some of our 3D products and technologies, we cannot be certain that any of the pending or future patent applications filed by us or on our behalf will be approved, or that we will develop additional proprietary products or processes that are patentable or that we will be able to license any other patentable products or processes. We also cannot be certain that others will not independently develop similar products or processes, duplicate any of the products or processes developed or being developed by us or licensed to us, or design around the patents owned or licensed by us, or that any patents owned or licensed by us will provide us with competitive advantages. Furthermore, we cannot be certain that patents held by third parties will not prevent the commercialization of products incorporating the technology developed by us or licensed to us, or that third parties will not challenge or seek to narrow, invalidate or circumvent any of the issued, pending or future patents owned or licensed by us.
We may have to resort to litigation to enforce any patents issued or licensed to us or to determine the scope and validity of third party proprietary rights. We may have to defend the validity of our patents in order to protect or enforce our rights against a third party, or third parties may in the future assert against us infringement claims regarding proprietary rights belonging to them. Such proceedings could result in the expenditure of significant financial and managerial resources and could negatively affect our profitability. Adverse determinations in any such proceedings could prevent us from developing and commercializing our products and could harm our business, financial condition and results of operations.
Our commercial success will also depend, in part, on our ability to avoid infringement of patents issued to others. If a court determines that we were infringing any third-party patents, we could be required to pay damages, alter our products or processes, obtain licenses or cease certain activities. We cannot be certain that the licenses required under patents held by third parties would be made available on terms acceptable to us or at all. To the extent that we are unable to obtain such licenses, we could be foreclosed from the development, manufacture or commercialization of the product requiring such license or encounter delays in product introductions while we attempt to design around such patents, and any of these circumstances could have a material adverse effect on our business, financial condition and results of operations.
In addition to patent protection, we rely on unpatented trade secrets and know-how and proprietary technological innovation and expertise that are protected in part by confidentiality and invention assignment agreements with our employees, advisors and consultants. We cannot make any assurances that we will have adequate remedies for any breach. In addition, third parties could independently develop the same or similar technologies.
If we are not able to protect and control unpatented trade secrets, know-how and other technological innovation, we may suffer competitive harm
In addition to patented intellectual property, we also rely on unpatented technology, trade secrets, confidential information and know-how to protect our technology and maintain our competitive position. Trade secrets are difficult to protect. In order to protect proprietary technology and processes, we rely in part on confidentiality and intellectual property assignment agreements with our employees, consultants and others. These agreements may not effectively prevent disclosure of confidential information or result in the effective assignment to us of intellectual property, and may not provide an adequate remedy in the event of unauthorized disclosure of confidential information or other breaches of the agreements. In addition, others may independently discover trade secrets and proprietary information that have been licensed to us or that we own, and in such case we could not assert any trade secret rights against such party. Enforcing a claim that a party illegally obtained and is using trade secrets that have been licensed to us or that we own is difficult, expensive and time-consuming, and the outcome is unpredictable. In addition, courts outside the United States and Australia may be less willing to protect trade secrets. Costly and time-consuming litigation could be necessary to seek to enforce and determine the scope of our proprietary rights, and failure to obtain or maintain trade secret protection could have a material adverse effect on our business.
We do not have patent protection in certain countries and we may not be able to effectively enforce our intellectual property rights in certain countries, which could significantly erode the market for our product candidates
We intend to seek regulatory approval to market our product candidates in a number of foreign countries. Our product candidates are not protected by patents in certain countries, which means that competitors may be free to sell products that incorporate the same technology that is used in our products in those countries. In addition, the laws and practices in some foreign countries may not protect intellectual property rights to the same extent as in the United States or Australia. We may not be able to effectively obtain, maintain or enforce rights with respect to the intellectual property relating to our product candidates in those countries. Our lack of patent protection in one or more countries, or the inability to obtain, maintain or enforce intellectual property rights in one or more countries, could adversely affect our ability to commercialize our products in those countries and could otherwise have a material adverse effect on our business.
Risks Relating to Our Securities
Our stock price may be volatile
The market price of our Common Stock is likely to be highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond our control, including the following:
|*||changes in our industry;|
|*||competitive pricing pressures;|
|*||our ability to obtain working capital financing;|
|*||additions or departures of key personnel;|
|*||limited "public float" in the hands of a small number of persons whose sales or lack of sales could result in positive or negative pricing pressure on the market price for our Common Stock;|
|*||sales of our Common Stock;|
|*||our ability to execute our business plan;|
|*||operating results that fall below expectations;|
|*||loss of any strategic relationship;|
|*||developments concerning research and development, manufacturing, and marketing alliances or collaborations by us and our competitors;|
|*||announcements of technological innovations or new commercial products by us and our competitors;|
|*||regulatory actions in respect of any of our products or the products of any of our competitors;|
|*||determinations regarding our patent applications and those of others;|
|*||market conditions, including market conditions in the technology and digital media sectors;|
|*||increases in our costs or decreases in our revenues due to unfavorable movements in foreign currency exchange rates;|
|*||development or litigation concerning patents, licenses and other intellectual property rights;|
|*||litigation or public concern about the safety of our potential products;|
|*||changes in recommendations or earnings estimates by securities analysts;|
|*||deviations in our operating results from the estimates of securities analysts;|
|*||rumors relating to us or our competitors;|
|*||developments concerning current or future strategic alliances or acquisitions;|
|*||political, economic and other external factors such as interest rate or currency fluctuations; and|
|*||period-to-period fluctuations in our financial results.|
In addition, stock markets have recently experienced extreme price and volume fluctuations. These fluctuations have especially affected the stock market price of many technology and digital media companies and, in many cases, are unrelated to the operating performance of the particular companies. We believe that these broad market fluctuations may continue to affect the market price of our ordinary shares.
Our ordinary shares may be considered a "penny stock" under SEC regulations which could adversely affect the willingness of investors to hold our Shares
The SEC has adopted regulations which generally define "penny stock" to be an equity security that has a market price of less than $5.00 per share, subject to specific exemptions. During the fiscal year ended December 31, 2018, our ordinary shares traded on the Nasdaq of at an average of US$8.93 per share. The low trading price of our ordinary shares may adversely impact the willingness of investors to invest in our common shares in the United States.
We may be deemed a passive foreign investment company (PFIC) which would subject our U.S. investors to adverse tax rules
Holders of our ordinary shares who are U.S. residents face income tax risks. There is a substantial risk that if we are deemed a passive foreign investment company, or PFIC, which could result in a reduction in the after-tax return to a "U.S. Holder" of our ordinary shares. For U.S. federal income tax purposes, we will be classified as a PFIC for any taxable year in which (i) 75% or more of our gross income is passive income, or (ii) at least 50% of the average value of all of our assets for the taxable year produce or are held for the production of passive income. For this purpose, cash is considered to be an asset that produces passive income.
The determination of whether we are a PFIC is made on an annual basis and depends on the composition of our income and the value of our assets. Therefore, it is possible that we could be deemed a PFIC in the current year as well as in future years. If we are classified as a PFIC in any year that a U.S. Holder owns ordinary shares, the U.S. Holder will generally continue to be treated as holding ordinary shares of a PFIC in all subsequent years, notwithstanding that we are not classified as a PFIC in a subsequent year. Dividends received by the U.S. Holder and gains realized from the sale of our ordinary shares would be taxed as ordinary income and subject to an interest charge. We urge U.S. investors to consult their own tax advisors about the application of the PFIC rules and certain elections that may help to minimize adverse U.S. federal income tax consequences in their particular circumstances.
As a foreign private issuer whose shares are listed on the NASDAQ Capital Market, we may follow certain home country corporate governance practices in lieu of instead of certain NASDAQ requirements
As a foreign private issuer whose shares are listed on the NASDAQ Capital Market, we are permitted to follow certain home country corporate governance practices instead of certain requirements of The NASDAQ Marketplace Rules. As an Australian company listed on the NASDAQ Capital Market, we may follow home country practice with regard to, among other things, the composition of the board of directors, director nomination process, compensation of officers and quorum at shareholders' meetings. In addition, we may follow Australian law instead of the NASDAQ Marketplace Rules that require that we obtain shareholder approval for certain dilutive events, such as for the establishment or amendment of certain equity based compensation plans, an issuance that will result in a change of control of the company, certain transactions other than a public offering involving issuances of a 20% or more interest in the company and certain acquisitions of the stock or assets of another company. A foreign private issuer that elects to follow a home country practice instead of NASDAQ requirements, must submit to NASDAQ in advance a written statement from an independent counsel in such issuer's home country certifying that the issuer's practices are not prohibited by the home country's laws. In addition, a foreign private issuer must disclose in its annual reports filed with the U.S. Securities and Exchange Commission each such requirement that it does not follow and describe the home country practice followed by the issuer instead of any such requirement. Accordingly, our shareholders may not be afforded the same protection as provided under NASDAQ's corporate governance rules. Please see "Item 6. Directors, Senior Management and Employees – C. Board Practices" for further information.
U.S. shareholders may not be able to enforce civil liabilities against us
All of our directors and executive officers are non-residents of the United States, and all or a substantial portion of the assets of such persons are located outside the United States. As a result, it may not be possible for investors to affect service of process within the United States upon such persons or to enforce against them judgments obtained in U.S. courts predicated upon the civil liability provisions of the federal securities laws of the United States. There is doubt as to the enforceability in Australia in original actions, or in actions for enforcement of judgments of U.S. courts, of civil liabilities to the extent predicated upon the federal securities laws of the United States.
As a foreign private issuer we do not have to provide the same information as an issuer of securities based in the U.S
Given that we are a foreign private issuer within the meaning of the rules under the Exchange Act, we are exempt from certain provisions of that law that are applicable to U.S. public companies, including (i) the rules under the Exchange Act requiring the filing with the U.S. Securities and Exchange Commission ("SEC") of quarterly reports on Form 10-Q or current reports on Form 8-K; (ii) the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a registered security; and (iii) the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time. Thus, investors are not afforded the same information which would be ordinarily available were they investing in a domestic board U.S. public corporation.
In accordance with the requirements of the Corporations Act 2001, we disclose annual and semi-annual results. Our results are presented in accordance with Australian Accounting Standards and International Financial Reporting Standards (IFRS). Our annual results are audited, and our semi-annual results undergo a limited review by our independent auditors. We file annual audited results presented in accordance with Australian Accounting Standards and IFRS as issued by International Accounting Standards Board with the SEC on Form 20-F. We are required to provide our semi-annual results and other material information that we disclose in Australia in the U.S. under the cover of Form 6-K. Nevertheless, this information is not the same much information as would be made available to investors were they investing in a domestic U.S. public corporation.
Future issuances and sales of our stock could dilute your ownership and cause our stock price to decline
We intend to continue to finance our operations through the issuance of securities, if feasible, including by way of the public equity markets, private financings and debt. If we raise additional capital through the issuance of equity or securities convertible into equity, existing holders of our securities may experience dilution. Those securities may have rights, preferences or privileges senior to those of the holders of our ordinary shares. Additional financing may not be available to us on favorable terms, and financing available at less favorable terms may lead to more substantial dilution of existing shareholders.
If we fail to comply with internal controls evaluations and attestation requirements our stock price could be adversely affected
We are subject to United States securities laws, including the Sarbanes-Oxley Act of 2002 and the rules and regulations adopted by the SEC pursuant to such Act. As a foreign private issuer, under Section 404 of the Sarbanes-Oxley Act and the related regulations, we will be required to perform an evaluation of our internal control over financial reporting, including (1) management's annual report on its assessment of the effectiveness of internal control over financial reporting; and (2) our independent registered public accounting firm's annual audit of the effectiveness of internal control over financial reporting. In 2010, the enactment of the Dodd Frank Bill resulted in an exemption from Section 404(b) of the Sarbanes-Oxley Act for fiscal 2010 onwards, meaning that we did not have to comply with point (2) above. For further information, see "Item 15 - Controls and Procedures - Management's Annual Report on Internal Control over Financial Reporting."
The requirements of Section 404(a) of the Sarbanes-Oxley Act are ongoing and also apply to future years. We expect that our internal control over financial reporting will continue to evolve as our business develops. Although we are committed to continue to improve our internal control processes and we will continue to diligently and vigorously review our internal control over financial reporting in order to ensure compliance with the Section 404 requirements, any control system, regardless of how well designed, operated and evaluated, can provide only reasonable, not absolute, assurance that its objectives will be met. Therefore, we cannot be certain that in the future additional material weaknesses or significant deficiencies will not exist or otherwise be discovered. If our efforts to remediate weaknesses identified are not successful or if other deficiencies occur, these weaknesses or deficiencies could result in misstatements of our results of operations, restatements of our financial statements, a decline in our stock price, or other material effects on our business, reputation, results of operations, financial conditions or liquidity.
Our Constitution and other Australian laws and regulations applicable to us may adversely affect our ability to take actions that could be deemed beneficial to our shareholders
As an Australian company we are subject to different corporate requirements than a corporation organized under the laws of the United States. Our constituent document, or Constitution, as well as the Corporations Act 2001 set forth various rights and obligations that are unique to us as an Australian company. These requirements may limit or otherwise adversely affect our ability to take actions that could be beneficial to our shareholders.
We have never paid a dividend and we do not intend to pay dividends in the foreseeable future which means that holders of shares may not receive any return on their investment from dividends
To date, we have not declared or paid any cash dividends on our ordinary shares and currently intend to retain any future earnings for funding growth. We do not anticipate paying any dividends in the foreseeable future. Dividends may only be paid out of our profits. Payment of cash dividends, if any, in the future will be at the discretion of our board of directors. Our holders of shares may not receive any return on their investment from dividends. The success of your investment will likely depend entirely upon any future appreciation of the market price of our ordinary shares, which is uncertain and unpredictable. There is no guarantee that our ordinary shares will appreciate in value or even maintain the price at which you purchased your ordinary shares.
As a result of becoming a SEC registrant, we will be obligated to develop and maintain proper and effective internal controls over financial reporting. We may not complete our analysis of our internal controls over financial reporting in a timely manner, or these internal controls may not be determined to be effective, which may adversely affect investor confidence in our company and, as a result, the value of our common shares
We will be required, pursuant to Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting for the first fiscal year beginning after the effective date of this Form 20-F. This assessment will need to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting, as well as, if we are an accelerated filer or a large accelerated filer as stipulated in Item 308(b) of Regulations S-K, a statement that our auditors have issued an attestation report on our management's assessment of our internal controls.
We have not begun the costly and challenging process of compiling the system and processing documentation necessary to perform the evaluation needed to comply with Section 404. We may not be able to complete our evaluation, testing and any required remediation in a timely fashion. During the evaluation and testing process, if we identify one or more material weaknesses in our internal control over financial reporting, we will be unable to assert that our internal controls are effective.
If we are unable to assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion on the effectiveness of our internal controls, we could lose investor confidence in the accuracy and completeness of our financial reports, which would cause the price of our common shares to decline.
We may not be able to attract the attention of major brokerage firms
Securities analysts of major brokerage firms may not provide coverage of us since there is no incentive to brokerage firms to recommend the purchase of our Common Stock. No assurance can be given that brokerage firms will, in the future, want to conduct any secondary offerings on behalf of our Company.
|ITEM 4.||INFORMATION ON THE COMPANY|
|A.||History and Development of the Company|
We were incorporated under the laws of the Commonwealth of Australia on August 8, 2008 under the name "China Integrated Media Corporation Limited." On October 12, 2016, we changed the name to Integrated Media Technology Limited ("IMTE"). The registered office is located at Level 7, 420 King William Street, Adelaide, SA 5000, Australia and our telephone number is +61 8 7324 6018 and our fax number is +61 8 8312 0248. Our principal office is located at 7/F., Siu On Center, 188 Lockhart Road, Wanchai, Hong Kong and our telephone number is +852 2989 0220 and our fax number is +852 2565 1303. Our address on the Internet is www.imtechltd.com. The information on, or accessible through, our website is not part of this annual report on Form 20-F. We have included our website address in this annual report on Form 20-F solely as an inactive textual reference.
In 2013, IMTE was engaged in (i) the development of the digital advertising platform in glasses-free 3D (autostereoscopic), (ii) distribution of digital displays and (iii) lottery gaming business in China. In 2015, the Company changed its focus of its businesses to concentrate on 3D autostereoscopic business and took the following corporate actions: (i) terminated the lottery gaming business in China and (ii) through a series of acquisitions for 3D technology and audio companies as described below. Today, the Company focuses on the business activities in the development, sale and distribution of autostereoscopic 3D display, 3D conversion equipment and software, development and sale of 3D autostereoscopic technology and provision of 3D consultancy services.
IMTE was listed on the Australian Securities Exchange, or ASX, in February 2013 and raised A$3,480,000 at IPO.
On February 9, 2015, the Company acquired all of the issued shares of Conco International Co., Ltd. ("CICL"), a company principally engaged in the design, sales and distribution of audio products. The consideration paid was $61,591 which was the amount of the net asset value of CICL. The consideration was settled by the Company issuing 307,954 shares at $0.20 per share. In addition, the Company will pay performance shares to be issued to the vendor contingent on CICL achieving an agreed level of profit performance.
In May 2015, the Company entered into a cooperation agreement to set up Global Vantage Audio Limited, a 50% subsidiary company, to distribute and market branded "Syllable" headsets globally except for the markets in China, India and Pakistan.
On September 30, 2015, the Company acquired all of the issued shares of Marvel Digital Limited ("MDL"), a Hong Kong incorporated technology company principally engaged in the development of autostereoscopic 3D display technology and products, 2D to 3D conversion software and digital content management system. The consideration paid was A$5,216,213 which was the net asset value of MDL. The consideration was settled by the Company issuing 26,081,065 shares at $0.20 per share. In addition, the Company will pay a deferred performance fee calculated at five times of the average annualized consolidated profits of MDL for the two years' period from the completion date less the initial purchase consideration. The deferred performance fee was paid in February 2018.
As a result of the above acquisition of MDL, Marvel Finance Limited, a company wholly owned and controlled by our Chairman, Dr. Herbert Ying Chiu Lee, became the controlling shareholder of IMTE holding 44,787,331 shares (pre share consolidation) representing approximately 56.48% of the then outstanding shares of IMTE.
In February 2016, Digital Media Technology Limited, a 100% owned subsidiary of IMTE, was incorporated in the Labuan, Malaysia. This subsidiary will be the sales and distribution of products and technology licenses outside of Hong Kong and China.
In March 2016, the Company disposed Conco International Co., Limited to an independent third party for US$41,235, representing the net asset value of CICL.
On October 12, 2016, pursuant to an extraordinary general meeting the Shareholders unanimously voted to change the name of the Company to Integrated Media Technology Limited which was registered with Australian Securities and Investments Commission, and became effective on the same date.
On May 2, 2017, we effected a 1-for-30 reverse split of our common stock, which was approved at a special meeting of our shareholders on March 2, 2017. The purpose of the reverse stock split was to enable us to meet the Nasdaq's minimum share price requirement. The reverse stock split became effective and the common stock began trading on a split-adjusted basis on the Australian Securities Exchange at the opening of trading on May 8, 2017. When the reverse stock split became effective, every thirty shares of our issued and outstanding common stock was automatically combined into one issued and outstanding share of common stock. This reduced the number of outstanding shares of our common stock from 79,301,852 shares on May 5, 2017, to 2,643,611 shares on May 8, 2017, after adjusting for fractional shares.
In July 2017, Marvel Digital Limited set up a new wholly-owned subsidiary - GOXD Technology Limited, incorporated in Hong Kong, for carrying out business activities on sales and distribution of 2D/3D glasses-free 4K digital photo frames to corporate customers and household consumers. In addition, a cloud platform with smart 2D to 3D photo conversion services, professional photographer contributed photo eShop, operating mobile APP and user upload photo storage have also been developed to form a complete digital photo frame ecosystem.
On August 3, 2017 our shares of Common Stock were admitted for listing on the Nasdaq Capital Markets under the symbol "IMTE".
On January 12, 2018, the Group entered into the following agreements in connection with the issue of a HK$23 million (equivalent to approximately AU$3.8 million) Convertible Bonds (the "Convertible Bonds"): (i) Subscription Agreement between Marvel Digital Limited, a wholly-owned subsidiary of the Company (the "Issuer" or "MDL") and an independent third party entity ("Bondholder") for the Convertible Bonds, (ii) Deed of Guarantee between the Company and the Bondholder to guarantee the payment obligations under the Convertible Bonds and (iii) Put Option Deed between the Company and the Bondholder to repurchase any converted MDL Shares as described below. On the same date, pursuant to the Subscription Agreement, the Convertible Bonds were issued by MDL to the Bondholder as all the terms and conditions in respect of the Subscription of the Convertible Bonds were complied with and fulfilled.
Pursuant to the terms of the Convertible Bonds, the Convertible Bonds are convertible in the circumstances set out therein into 75,000 ordinary shares of MDL ("MDL Shares") at a conversion price of HK$306.67 per share, which is equivalent to 20% of the then enlarged issued share capital of MDL. The Bondholder will have the right to convert the whole of their Convertible Bonds into ordinary shares of MDL at any time during the period from January 3, 2018 to January 2, 2020. The period may be extended to a further 12 months subject to the mutual agreement among MDL, Company and Bondholder. Unless previously redeemed or converted, the Convertible Bonds will be redeemed at 100% of their principal amount on the Maturity Date.
On August 6, 2018, the Company's subsidiary company, MDL, completed the Share Subscription Agreement where the investor subscribe for 5% of the enlarged issued share capital of MDL for HKD15,000,000 (approximately A$2,573,000). Upon the issuance of shares in MDL, IMTE's shareholding in MDL was decreased from 100% to 95%.
On August 8, 2018, the Company's subsidiary company, GOXD Technology Limited ("GOXD") entered into an Equity Investment Agreement where the investor purchased 20% of the enlarged issued share capital of GOXD for USD4,000,000 (approximately A$5,378,000). GOXD is a subsidiary of MDL. Upon the issuance of shares in GOXD, MDL's shareholding in GOXD will be decreased from 100% to 80%.
On December 12, 2018 the shareholders of the Company approved the settlement of A$8,000,000 debt owed to Marvel Finance Limited, the ultimate holding company, by the issuance of 708,500 shares in the Company.
During the year 2018, the Company disposed several subsidiaries including Yamaga Audio Limited, our audio operation and Marvel Digital (Shenzhen) Limited, our then Shenzhen manufacturing operation.
In April 2019, the Company and Teko International Limited ("Teko") entered into a distribution rights agreement for the territory of Hong Kong and Guangzhou Province, China ("Territories") for a proprietary conductive film and 3rd generation Polymer Dispersed Liquid Crystal ("PDLC") film. Pursuant to the Agreement, the Company shall pay 50,000 IMTE shares upon the commissioning of one (1) lamination line, (ii) for each of the next 3 years after the commissioning of the manufacturing line, IMTE shall pay Teko 50,000 IMTE shares should the annual revenue reach US$10 million or 100,000 IMTE shares should the revenue reach US$20 million, and (iii) 50,000 IMTE shares for each additional lamination line installed. In addition, for managing the operations, the Company will pay to Teko 25% of the net profits from the sale of the PDLC film products and the lamination operations. Mr. Con Unerkov and Mr. Cecil Ho, both the CEO and CFO, respectively of IMTE, are directors and shareholders of Teko.
In summary, the Group's business activities are the development, sale and distribution of autostereoscopic 3D display, 3D video wall, 3D conversion equipment and software, sale of developed technology and provision of 3D consultancy services, and (ii) sale.
Breakdown of total revenues by category for the years ended December 31, 2018, 2017 and 2016:
|December 31, 2018 |
|December 31, 2017 |
|December 31, 2016 |
|Development, sales and distribution of 3D autostereoscopic products and conversion equipment||1,166,144||4,365,364||4,726,500|
|Sales of software and technology solutions||13,731||1,180,491||9,085,792|
|Sales and distribution of audio products||48,609||54,251||111,045|
|Provision of consultancy and other services||95,922||162,605||6,333|
Breakdown of total revenues by geographic market for the years ended December 31, 2018, 2017 and 2016:
|December 31, 2018 |
|December 31, 2017 |
|December 31, 2016 |
Integrated Media Technology Limited is a technology investment, product development and distribution company. Our businesses involve three distinct business units (i) core technology development and acquisition, (ii) commercializing these technologies into products or services and (iii) distribution and branding of these products and services.
Under the Technology Business Unit, we intend to own a stable of core technologies through acquisition, in-house development or in collaboration with research institutes. We can also profit from disposing some of the mature technology to non-competing parties once we have developed more advance technology that supersedes the mature ones. Our Products and Services Business Unit will commercialize the technology by integrating or developing innovative products, solutions and services using the technology. This will be the revenue drivers for the Group. The Brand / Distribution Business Unit is the final phase to set up the distribution network and channels for our own branded products. These business units are all interwoven and interdependent on the development of the other business units. For example, products development depends on the success of the technology, and distribution is dependent on the products being developed. Therefore, the Group's resources allocation is skewed towards technology development today.
Currently our primary focus is in the 3D autostereoscopic (glasses free) technology domain. Our principal activities are (i) research and development of 3D autostereoscopic (glasses free) technology, and (ii) the development, sale and distribution of 3D autostereoscopic display, 3D video wall, 3D conversion equipment and software, provision of 3D consultancy services, sale of 3D technology solutions.
Since 2013, we have been involved in the sale of 3D autostereoscopic displays to the advertising industry. Due to the growth in the demand for 3D autostereoscopic displays across multiple industries i.e. advertising, retail including mobile handheld devices like tablets and smartphones, and educational sectors to name a few, the Group intends to become a leader in 3D autostereoscopic market by strategically owning and controlling the core technologies of (i) glasses-free 3D video encoding/decoding; (ii) conversion hardware for glasses-free 3D which includes FPGA (field-programmable gate array) board & computer workstation; (iii) 2D to 3D and multi-view conversion software (Visumotion); and (iv) content distribution/management system (CMS). In 2015, we acquired Marvel Digital Limited ("MDL"), a technology company that develops (i) a proprietary digital content management system for the display of 2D/3D video and text to networked screens over the internet, (ii) 2D to 3D conversion software and workstation, and (iii) autostereoscopic 3D display technology. These technologies acquired will help in our deployment of 3D advertising platform and also allows the Group to use the core technologies to develop and customize solutions for our customers, and to enter new and exciting markets for 3D products and services.
Our immediate goal is to be recognized as a leader in providing end-to-end solutions using the autostereoscopic display ("ASD") technology. Our products range from commercial platforms to consumer electronics. Commercial platforms include digital signage and video wall with ASD functions and associated advertising platform. Consumer electronics products include ASD enabled smartphone and tablet and TV. The applications are endless for consumers to enjoy the exciting glasses-free 3D visual effect across multiple platforms.
In the longer term, we will continue to focus on developing certain core technologies and to strategically position ourselves to be recognized as a leader in developing technology solutions and innovative products and services using our core technologies.
IMTE Products and Services
IMTE has both the hardware and software technologies for products in everyday applications in the autostereoscopic display (ASD) technology domain. We specialize in providing a range of products incorporating this ASD technology for a whole new visual experience. This is a disruptive technology affecting how we will see contents in the future. IMTE has also developed technology for content creation and conversion through its "VisuMotion" software and 2D/3D conversion super-workstation hardware. In other words, IMTE has developed a whole ecosystem of technology in the ASD domain. The current products and services we offer are:
Hardware: ASD technology display, and Marvel3DPro Super-workstation;
Software: "Visumotion" content creation and conversion software; Content Management System and
Services: 2D to 3D content conversion service and ASD solutions consulting services.
IMTE Hardware Products
ASD Technology Display Products
ASD hardware products are mainly display terminals for presenting glasses-free 3D content which generally include ASD Video Wall, ASD digital signage, ASD PC Monitors, ASD mobile phones and tablets.
ASD hardware products can be classified into fixed lenticular hardware and switchable lenticular hardware based on the capability display panel. Switchable technology can display 2D image without affecting its perceived resolution, but the technology is still immature and limited to small screen size. The following table shows the current application of fixed and switchable technology on ASD hardware and the products which IMT is supplying today.
|Screen Size||Fixed Technology||Switchable Technology||Application||IMTE Products|
|35"-100"||Yes||No||Display and video wall|
28", 46", 50", 55", 65", 85"
1x3, 3x3, 4x3 configuration
|25"-34"||Yes||No||PC monitor||27", 28"|
Autostereoscopic Display Solution
We provide a full series of ASD digital signage displays with very high quality 3D image. We can provide the following 3D Displays:
|i)||A wide range of Glasses-Free 3D displays in ultra-high definition ranging from 27" to 85";|
|ii)||Outdoor Glasses-Free 3D digital signage which are waterproof and visible under sunlight making them suitable for use at bus-stops, stadiums and street store-fronts;|
|iii)||Indoor Glasses-Free 3D digital signage offer high-brightness making it suitable for use in shopping malls, hotels and casinos;|
|iv)||Indoor Glasses-Free 3D video wall using super thin bezel panels. Total resolution can be up to 8K with outstanding Glasses-Free 3D effect; and|
|v)||Glasses-Free 3D mobile phones and tables ranging from 5" to 10" using switchable parallax barrier display, allowing users to enjoy high resolution image in normal 2D application as well as watching 3D video and playing 3D games in 3D mode.|
ASD Video Wall
IMTE has developed Glasses-Free 3D video wall comprising 3, 4, 9, 12 or 16 units of ASD displays.
|3x3 Screen video wall|
Glasses-Free 3D Mobile Device Solutions
We have developed switchable 2D/3D mobile device solutions based on the Android platform. The device can be used as an ordinary Android device such as mobile phone or tablet and it can be switched automatically from 2D mode to glasses-free 3D mode when the user plays 3D video content or 3D video game.
Content Management System
IMTE provides a proprietary 2D/3D content management and distribution system ("CMS") to complement our 3D digital signage products to create a networked advertising platform. This CMS can be sold as a standalone product or together with a network of 2D or 3D displays.
3D Super Workstation
IMTE has developed auto real-time conversion technology from 2D to 2D+Depth, 3D side-by-side and glasses–free 3D multi-view mode. This conversion technology is embedded in our 3D super workstation (Marvel3DPro). This 3D super workstation will be used for content conversion for 2D videos to 3D mode for the TV and movie industry.
|3D Workstation Studio||3D Workstation Servers|
IMTE Software Products
Software - VisuMotion
VisuMotion is a set of renowned professional software designed for 2D to 3D conversion as well as advanced 3D content creation. This software can be a standalone product or complementary to Marvel3DPro Workstation. It is a user-friendly software which allows users to easily create quality 3D images and videos from using the software and plugins. The software is not only catered for commercial usage by the professionals in content design and production, but also particularly useful for design institutes and schools for student training on 2D to 3D conversion and 3D content creation. We have enhanced the VisuMotion's functions and features so that the software can be more widely used by the educational and professional sector. The software and plug-ins we offer are as follows.
VisuMotion z.l.i.c.e 3D V3.0 is a professional video editing and compositing application especially designed for multi-view 3D footage. The software features 2D to 3D conversion, complete 2D+Depth workflow including declipse, import/export of native stereo view arrangements and file formats like StereoEXR (SXR) and MXF, shape/line functions and mathematical image functions. The application can perform real-time compositing and editing and preview on attached 3D device. Built-in graph filters allow flexible workflow set up with configuration nodes.
VisuMotion 3D Stereo Camera Plug-ins – This is a plug-in that enhances the 3D animation packages Autodesk 3D Studio Max and Maya by mature stereo rendering capabilities. This plug-in features 3D planes concept, simple control of stereo effect, real-time 3D preview on secondary 3D displays, rendering of multiple views, support all standard file formats and rendering of 2D + depth file format, including occlusion layers.
VisuMotion Stereo Tools for z.l.i.c.e. 3D - This is a plug-in collection of special nodes and a powerful tool to convert two-view stereo footage into multi-view content for usage with glasses-free display. This plug-in features a high resolution support up to 4K resolution, selectable color space (RGB & YUV), flicker mode with speed value for view comparison inter exploration up to 32 views and camera rectification through calibration pattern footage.
IMTE Delivers Total Service
IMTE provides total solution to our customers. IMTE has all the technology solutions that is needed to support the entire ASD ecosystem. We have 2D/3D video conversion technology for converting 2D or conventional 3D (SBS) video to ASD format, either in real time or in high quality offline mode. We have also developed content management system to deliver ASD content to our displays to form glasses free 3D digital signage networks. IMTE also developed a series of ASD displays and video walls with superb video quality. In the consumer level, IMTE provides 3D mobile phones and tablets. In the future and with the core technology that IMTE has developed, we can provide new innovative ASD products so long as there are needs for the market and we try our best to be the first to provide such products and services. This underlines the value of IMTE as a technology and product innovation company.
The focus of the Group is to continue to develop its digital media / advertising in various platforms such as in glasses-free 3D (autostereoscopic) displays (ASD). The acquisition of MDL has transformed the Company into a media technology company that focuses on the development of autostereoscopic 3D technology which includes ASD display, 3D digital content management system and 2D to 3D content conversion system. We are starting to seek more display media that can enhance the viewing experience in advertising besides digital signage and video wall. Our technical team is investigating on a solution to deliver glasses-free 3D images on large glass pane windows. This is especially an impressive advertising effect when deployed onto the large display windows of street level retail shops. We are now working with a conductive barrier film producer and we may come up with such a solution that can provide very inexpensive glasses-free 3D advertising solution on large glass pane windows. The reason for the need of conductive barrier film laminated glass pane is to enable the glass pane to revert to its transparent mode when there is no need to display advertising images. Although the 3D image quality produced by this solution may not be as good as the large format video wall, the video wall solution cannot revert back to transparent mode and the cost is 5 to 10 times more expensive than conductive film glass pane solution. We may think that if our glasses-free 3D conductive barrier film solution in retail shops does work for the advertising industry, it might make a big wave in the advertising industry.
Our main business focus in the coming years is to continue to develop state-of-the-art digital media related products and solutions using our core technologies. Our market strategy is to locate distributors and marketing agents to sell our products and solutions. This will keep our sales and marketing team costs to a minimum and allow the Company to focus on its core business which is on product and solution development. When the Group has acquired sufficient capital, we may build our own product sales and marketing team.
In the coming years, the Group will focus its development in the following area:
1) We shall continue to develop the glasses-free 3D advertising networks in China through distributors and joint venture partners. We shall expand our markets other than China and Hong Kong. The regions that we are going to develop in 2019 includes Malaysia, Taiwan, Japan and Korea.
2) We have developed an ASIC chip with ASD functions to provide a very cost-effective solution to all our 3D products. This ASIC 3D chip is now incorporated in all of our ASD products. However, ASD TVs for domestic home market may not be ready yet, as there are still some artifacts in the image rendering. We have started to develop another ASIC chip to incorporate 8K and HDR functions. This next generation ASIC chip is expected to be ready by 2020. When ASD technology is applied to 8K panels, the 3D image quality will be upgraded in many folds. By then, we expect the ASD TV market may start to explode.
3) We shall develop specific business models to extend applications of our ASD products and solutions in vertical markets, e.g. the education, entertainment and medical industries.
4) We shall explore new display media to work with our ASD technology. The conductive film laminated glass pane is a big advertising market for retail shops and it has not been explored yet. We may shift more resources into this area once we have developed a good and disruptive solution. We expect the new revenue stream arising from this advertising solution will be many times bigger than digital signage, as the advertising effect and the associated cost factor are many times exceeded the conventional digital signage model, especially when glasses-free 3D solution is available to this kind of display media.
We expect to continue our growth in revenue in the near future upon successful execution of the above business plans.
IMTE will continue to position itself as a technology investment company focusing on acquisition of technology related companies or projects that have synergy with our existing business. The future business plans depend on adequate capital being available to the Group. The Company will be reviewing potential acquisitions that can add value to the Group. The future development is dependent on the ability to have sufficient resources in funding, technology and human capital to execute our business plans. Management will also seek synergistic acquisitions to build revenue and bring in resources to complement and to supplement our internal capabilities to become a well-managed and fast-growing technology company.
Analysis of Auto Stereoscopic Display (ASD) technology market – the ASD ecosystem
3D displays exhibit images with depth perception by using various technologies such as stereoscopic, multi-view, and 2D-plus-depth display. Currently, these popular 3D displays need to be viewed with special 3D glasses in order to experience depth perception. 3D displays are used in numerous devices such as 3D TVs, mobile handsets, tablets, gaming devices, and head mount devices ("HMDs").
Since the commercialization of 3D displays, TV service providers, advertising agencies, and broadcasters have been focusing on airing more 3D content and displaying advertisements on 3D billboards. As a result, 3D technology has evolved as one of the fastest growing display formats worldwide. Although the global 3D display market is still in its early phase, the increasing popularity of 3D display is expected to lead to unprecedented growth during the forecast period. The increased penetration of high-bandwidth internet is another major driver in this market.
The increased adoption of 3D displays in the advertisement sector is a major trend witnessed in the market. To increase customer engagement, vendors in the advertising sector are adopting autostereoscopic displays that enable the 3D effect without requiring the viewer to wear 3D glasses. Extensive use of 3D projection and display in the healthcare sector is another major trend being witnessed in the market.
ASD technology is a disrupting technology as it brings in better viewing experience in 3D mode without the need for special glasses. This technology can be integrated into any products that uses LCD display panels. As most of the product displays use LCD panels, ASD technology will potentially replace all products that incorporate LCD panels when ASD technology achieves broad acceptance and competitive pricing. In addition to the current 3D display market that ASD technology can capture, there are new applications that ASD technology (3D without glasses) can enhance our lifestyle and productivity in the digital informative society we live in. New applications will be created by tapping into scenarios like 3D without glasses in education, entertainment, architecture, and medical industries. We are seeing some of these new applications in the education classrooms and in surgical instruments in the operating room. The market potential for ASD products and solutions is equal to society demand for 3D imagery in every digital display.
In order that ASD technology to be adopted by the consumers, there need to be enough 3D content available for ASD technology adopter to consume. The buildup of an ASD ecosystem that includes a variety of ASD products and services together with plentiful ASD content will enable the technology to be adopted in the new market. The sections below will explain different technology needed to build this ASD ecosystem.
Auto Stereoscopy is any method of displaying stereoscopic images (adding binocular perception of 3D depth) without the use of special headgear or glasses on the part of the viewer. Because headgear is not required, it is also called "glasses-free 3D" or "glasses less 3D". There are two broad approaches currently used to accommodate motion parallax and wider viewing angles: eye-tracking, and multiple views so that the display does not need to sense where the viewer's eyes are located.
There are 3 main autostereoscopic displays technologies, including parallax barrier, lenticular lens and directional backlight displays, used to create images on ASD.
ASD Technology Analysis
1) Parallax Barrier
This method is widely used in modern 3D liquid crystal displays. Parallax barrier is a special device with a series of precision slits that is placed in front of the LCD, serving as a filter for output image perception. The slits allow left and right eye to see their corresponding image, which is produced by a different set of pixels. That is how the illusion of 3D vision is created by parallax barriers. To have a clearer understanding of this method see the image in Diagram 4.1. The examples of parallax barrier employed in consumer products are Nintendo 3DS game console, HTC EVO 3D and LG Optimus 3D smartphones. Also used in Range Rover's navigation system, the parallax method allows both the driver to view GPS directions and a passenger to watch movies from the same display simultaneously.
However, the parallax method is not perfect, because it has some disadvantages. First one is that in order to experience stereoscopic 3D effect the viewer must be positioned at a certain angle to the display. That is actually not a big problem for video game consoles or smartphones, but not good when it comes to 3D TV sets, laptops etc. Another disadvantage is that the count of horizontal pixels that work to create a different image for each eye is limited to one half. Another drawback for mobile devices is the barrier will block a certain percentage of light going through it. In order not to keep the display the same brightness, more energy is needed to power the backlight which will decrease the battery power of the device.
2) Lenticular Lens
The second mostly used method of glasses free 3D is lenticular lens technique. In general, the lenticular method is based on the use of magnifying lenses. Those lenses are set in arrays to produce slightly different images when viewed from different angles.
They are also constructed in such way that when you see the image from one angle and then move to another angle the image changes as well and even moves (see Diagram in 4.1).
3) Directional Backlight
Multi-directional diffractive backlight technology permits the rendering of high-resolution and full-parallax 3D images in a very wide view zone (up to 180 degrees in theory at an observation distance of up to a meter). Pixels associated with different views or colors are spatially multiplexed and can be independently addressed and modulated at video rate with an external shutter plane. The key factor is that the guided wave illumination technique must be based on light-emitting diodes that produce wide angel multi-view images in color from a thin planar transparent light guide. Directional backlight technology is still on the way of developing and not available for mass production.
Diagram 4.1 – Different types of technologies to create ASD images
|Parallax Barrier||Lenticular Lens||Directional Backlight|
ASD software generally refers to a series of programs applied in converting 2D/3D to ASD content. Typically, for mobile phones or tablets, such programs may include applications from the app store to convert the 2D/3D content into ASD content. For ASD game consoles, there are default programs equipped inside to realize 3D effects. Converting 2D/3D to ASD mode can be done in either real time conversion or offline conversion. Real time conversion involves hardware acceleration and is done using dedicated computer hardware such as FPGA (field programmable gate array) or ASIC chip. This needs advance development work that few companies have the resources to tap into this development level. The offline conversion uses dedicated computer program is do the conversion. We have developed VISUMOTION which is a software program for 2D/3D to ASD content. On the other hand, a number of dedicated real time conversion solution based on FPGA hardware have been developed in the past two years. We have started to develop an ASIC chip for such conversion purpose and we consider this ASD conversion technology will form the base technology for the Company to stay at the technology forefront.
ASD content refers to the photos, games, animations and other video content, which can be played in ASD hardware terminals and seen in the three-dimensional form by naked eyes without any viewing aids.
Currently the mainstream to create ASD content is the conversion from 2D content. With the continuous development of technology, it is believed that the ASD content could be directly generated in the near future.
ASD technology has a high technology entry barrier for new players. Currently, ASD technology B2B service including consulting service, which aims to provide customized and integrated ASD solutions based on the need from clients; and technology support, which aims to help clients to fix the technical problems. Content conversion service can also be established. For example, in the digital advertising sector, almost all advertising content is in 2D mode. In order to display in the ASD digital signage, the 2D video has to be converted to 3D or ASD mode. In the future, one-stop ASD solution service throughout the process from consulting to post-maintenance tends to become the trend.
Technology Analysis of 2D/3D Switchable Display Technology
Fixed lenticular technology is a prevailing technology used by most ASD displays. However, fixed lenticular has a big drawback as it does not perform well in display 2D content, especially the display of text. For mobile devices such as smart phones, users spend a lot of time in surfing the Net. Fixed lenticular display provides a bad viewing experience in displaying text. Despite the additional cost of deploying switchable display technology, mobile phones will adopt 2D/3D switchable display.
Parallax barrier and lenticular lens are core methods to achieve switchable technology between 2D and 3D. Currently, parallax barrier is more commonly available in market due to the simple application and lower costs. Meanwhile, application of lenticular lens is considered as advanced switchable technology with better visual effect and such technology is still under development.
Switchable technology with parallax barrier is considered as an easy and low cost option, but the main drawback is reduced brightness of display, hence the method is battery consuming especially for some consumer electronics such as smartphones to maintain the normal brightness to viewers.
Lenticular lens are generally regarded as ultimate technology in switchable 2D/3D display. Compared with parallax barrier, switchable lenticular lens allows the display of 2D image with original resolution and switching to 3D image with equal brightness.
We have developed our ASD mobile phone using switchable parallax barrier technology. The mobile phone has a well balance design which presents a very good 3D image effect, while still keeping the cost of the product in an acceptable level. We believe we are one of the few companies that can develop such ASD mobile phone with outstanding image quality. There are a few ASD mobile producers in the market which are using fixed lenticular technology. Fixed lenticular display has a big drawback. It is not a good experience when viewing text, especially for surfing the net in a small screen. With switchable technology, the mobile phone will just act like an ordinary 2D mobile phone when the ASD function is switched off. When it comes to playing 3D video or 3D games, the 3D mode will be switched on automatically. We shall only consider applying fixed lenticular technology to mobile phones when the problem of reading 2D text has been solved.
Market and Industry Analysis
3D Display Market
Currently, the 3D display market is in its early stage. Most of the 3D-enabled electronic devices require 3D glasses to experience the 3D effect. The usage of these 3D glasses is limiting the adoption of 3D displays as the glasses are uncomfortable to wear. For instance, wearing 3D glasses for a long period sometimes causes headache or eyestrain. Therefore, to eliminate the use of glasses, vendors in 3D display market are focusing on adopting autostereoscopic technology, which delivers the 3D effect to the naked eye.
However, autostereoscopic technology currently has limitations because of its high cost and image quality. Therefore, the potential commercialization of this technology will be seen in the near future as the vendors in the 3D display market are focusing on developing ideal 3D displays using autostereoscopic technology.
Market size by revenue
The global 3D display market size is expected to reach USD204.16 billion by 2025 (Source: Grand View Research Inc) exhibiting a CAGR of 19.4% during the forecast period from 2017 to 2025. The market is growing at an impressive rate because of the increasing popularity of 3D technology. Some Hollywood movies such as The Lego Movie and Captain America: The Winter Soldier have been featured in 3D format and this is indicative of the popularity of this format. The market is also witness increased adoption of 3D displays in the advertisement sector. The increased popularity of 3D technology has stimulated advertising agencies to exhibit 3D content on billboards and feature 3D advertisement films
The significant increase in the growth rate of the global 3D display market is attributed to the increased penetration of 3D TVs and the popularity of 3D technology. The increase in 3D content are expected to contribute to the growth of the global 3D display market. Digitization is one of the major factors driving the demand for 3D LED TVs, which, in turn, contributes to the growth of the global 3D display market.
Recent advancements in 3D display technology, along with the improved visual experience, picture clarity, superior performance, and high resolution of 3D display have led to their increased adoption in numerous markets, industries, and applications. These benefits/features of 3D displays are expected to contribute to the growth of the global 3D display market. Below is the ASD market overview by product category in China and Hong Kong.
Diagram 4.2 - Auto Stereoscopic Display (ASD) Market Overview - Overall Market Size and Breakdown by Product Category - the PRC - Report Issued in 2017
|USD Million sales||2011||2012||2013||2014||2015||2016E||2017E||2018E||2019E||2020E|
Exchange Rate: 1 USD=6.6 RMB
Source: Frost & Sullivan report commissioned by the Group (Exhibit 15.2)
Diagram 4.3 - Auto Stereoscopic Display (ASD) Market Overview - Overall Market Size and Breakdown by Product Category - Hong Kong - Report Issued in 2017
|USD Million sales||2011||2012||2013||2014||2015||2016E||2017E||2018E||2019E||2020E|
Exchange Rate: 1 USD=7.8 HKD
Source: Frost & Sullivan report commissioned by the Group (Exhibit 15.2)
Market size by volume
The global glasses free HD30 Display market is growing at a CAGR of 15% from 2017-2022 (Source: Factor 2017) Increased adoption of 3D display by 3D TV, smartphone, and portable display device manufacturers has led to an increase in the volume shipments of 3D displays.
The increased demand for 3D TVs and the rise in the number of 3D advertisements are the factors driving the increase in the shipments of 3D displays worldwide. Consumers prefer 3D content because of its unique visual appeal. In addition, with the increase in popularity of 3D technology, advertising agencies are employing autostereoscopic 3D technology to display advertisements on billboards. The impact of 3D technology's immersive and unique visual quality has led to a substantial increase in brand recognition, loyalty, retention, and advertisement recall across the globe.
Market Segmentation by Application
Global 3D display market is segmented as follows:
• Others - include tablets, portable gaming devices, monitors and HMDs.
The majority of the revenue in the global 3D display market was generated from the 3D TVs segment in 2014. This was followed by the smartphones segment, wherein the penetration of 3D displays in smartphones is expected to rise significantly in the coming years. The others segment, which includes applications such as tablets, portable gaming devices, and HMDs will contribute significantly to the growth of the global 3D display market.
Consumers are adopting 3D technology at a significant pace because of the increasing popularity of 3D technology and the increasing 3D content worldwide. Moreover, numerous Hollywood movies such as Godzilla, 300, Rise of an Empire and animated movies such as Lego and How to Train Your Dragon are featuring 3D technology. As a result of this consumers are more drawn to the 3D visual experience, and hence the demand for 3D TVs is increasing. Therefore, the demand for 3D displays form the 3D TVs segment is increasing significantly. Moreover, with the advent of autostereoscopic technology, the 3D TVs segment will flourish as it eliminates the usage of glasses for 3D content.
However, there are challenges in the market with regards to the picture clarity when viewed from different angles in a TV. As a result, 3D display manufacturers are focusing on eliminating such technical challenges, to deliver superior customer satisfaction. Portable devices such as gaming devices, smartphones, and tablets will adopt 3D technology at a greater pace because consumers can adjust the eye angle accordingly as these are handheld devices.
The 3D advertising space and 3D gaming is gaining traction in the market, which will contribute significantly to the growth of the global 3D display market.
Below is a market size breakdown by application as of 2015 and 2020 for the China and Hong Kong which shows Gaming & Entertainment and advertising as the largest market size segment.
Diagram 4.4 - Market Size Breakdown by Application - the PRC
Source: Frost & Sullivan report commissioned by the Group (Exhibit 15.2)
Diagram 4.5 - Market Size Breakdown by Application - the Hong Kong
Source: Frost & Sullivan report commissioned by the Group (Exhibit 15.2)
Market Growth Drivers
Some of the key growth drivers in the 3D market are as follows:
Growing Market Demand
Up to now, in Asia, ASD technology has limited customer base with limited application scope. The high research and development cost of ASD products leads to high price of ASD products, which are hardly affordable by the individuals. Also the immaturity of ASD technology has restricted its application. Driven by the growing maturity of related technology and increasing demand for three dimensional experience from the mass market, with the expanding range of application, considerable growth tends to be stimulated in ASD market.
Continuous Upgrade of Technology
For any emerging high-tech industry, the technology innovation is widely considered to be the most effective productivity force. ASD technology, especially 2D/3D conversion technology has kept developing during the recent years, and now the leading ASD players are still making effort to promote the success of ASD technology upgrading. In Korea, the traditional giant companies prefer to cooperate with tech innovative companies from overseas so as to accelerate the technology integration and upgrading.
Decrease in product cost
As the ASD technology progresses, the key production process of ASD panel modules gradually improves by both automating the production and increasing the yield rate of the products. On the other hand, the production volume gradually ramps up with increasing demand. This contributes to a significant lowering of the cost of the ASD modules which is a major cost factor in all ASD products.
Support from Government
|-||In order to propel the upgrade of the traditional IT industry, Ministry of Industrial and Information Technology (MIIT) in China organized a seminar in 2016 to discuss the innovative technology of color TV, clearly pointing out the significance of promotion the development of ASD TV, which likely to stimulate the growth of ASD in China.|
|-||Korea Communications Commission, together with Ministry of Culture, Sports, and Tourism, set funds to support the investment on research, manufacturing and talent cultivation of 3D industry, aiming to launch holographic technology in the year 2020.|
|-||Japan holds a large number of ASD patents and plays a leading role in the global ASD market, especially in the field of ASD software. National Institute of Information and Communication Technology (NICT) in Japan has published periodicals on ASD, implying great attention on ASD industry. Japan government also supports and recommends the use of ASD products in the coming Olympics in 2020.|
Increased in 3D video content
With the commercialization of 3D displays, the global 3D display market has been witnessing an increase in 3D video content worldwide. Although the market is still in its early stage, the penetration of 3D technology has been on the rise as 3D display panel are being used in mobile handsets, tablet PCs, and in digital signage for advertisement. The increased volume of 3D video content also has a significant impact on its growing popularity, which has led to the emergence of several 3D channels over the past few years.
Increased adoption of 3D displays in advertising sector
The high popularity of 3D technology has encouraged advertising agencies to display 3D content on billboards and feature 3D advertisement of films. These agencies have also employed autostereoscopic 3D technology for advertising is expected to foster the growth of the global 3D display market.
Use of 3D displays in the healthcare sector
The healthcare sector is expected to increasingly adopt 3D display to help doctors diagnose patients more effectively. 3D projectors will also help doctors identify and decide on the most effective form of treatment. They can also be used as an alternative to microscopes during surgical procedures. 3D projectors can accurately display scientific content. They also display flawless images and, at times, are tailored for clinical reviews. Autostereoscopic displays are expected to replace conventional 3D with glasses, as the doctors no longer need to wear special glasses in surgical procedures and clinical reviews.
Increased in 3D display applications
The number of applications of 3D projectors and displays has increased over the past few years. 3D displays are presently used in flat panel TVs, portable gaming devices, and advertisement billboards. They are also expected to be featured extensively in several devices in the future, including 3D smart displays, mobile handsets, displays used in the healthcare sector, notebooks, monitors, and large-sized displays. This growing number of 3D display applications will lead to an increased penetration of 3D displays and improve the growth prospects of the market.
Increased penetration of high-bandwidth internet
The rapid development of infrastructure capable of supporting high-speed internet worldwide will facilitate market growth as it will lead to increased adoption of 3D displays. Fiber-based, high-capacity broadband connection rollouts are increasingly being witnessed in developed countries in the Americas and the EMEA. High-bandwidth networks also enable seamless transmission of live, high-quality content over the internet. Thus, the high penetration of high-speed internet technologies in the market will lead to increased adoption of small and medium-sized 3D display devices.
Increased adoption of portable 3D gaming devices
Portable 3D game devices have been gaining popularity worldwide, especially after the consumer electronics company Nintendo released its device Nintendo 3DS in the market. This device, which supports 3D gameplay, does not require glasses as it uses autostereoscopic 3D technology. Because of its popularity, many 3D gaming devices are expected to enter the market. Thus, the entry of several vendors into the portable 3D gaming devices domain will increase the market size and foster the growth of the global 3D display market.
Emergence of 3D tablet PCs
A few tablet PCs with 3D displays are available in the market, and autostereoscopic technology-based 3D tablet PCs are expected to be commercialized in the near future. The market will see the entry of several tablet PC manufactures, which, in turn, propels the growth prospects of the global 3D display market.
Trends in ASD Market
The three developing trends for autostereoscopic display market are i) expanding application fields, ii) higher level of interactivity and iii) standardization of the industry.
Expanding Application Fields
The application of ASD is still in the exploratory stage. For now, the application field mainly include gaming & entertainment, advertising, education and medical fields. In the future, ASD is estimated to further expand its application in existing fields and explore new land in architecture, military and other industries. With ASD technology getting more mature, manufacturing and e-commerce are also likely to join the downstream of ASD industry. Therefore, ASD industry is estimated to embrace a great surge in the future.
Limited by the technology, content and presentation form of the current ASD, the audience has no choice but to play a passive role to accept the video information. However, in the long term R&D will lay more emphasis on humanization design and better user experience, and consumers are expected to raise higher requirements on the maneuverability of ASD products. As a result, higher interactivity tends to become a new focus for product development in ASD market.
Standardization of Industry
The ASD industry is typically of an emerging technology where there is a lack of uniform product standard. There needs to be a push towards a unified ASD industry standard such as input and output interface standard, media coding and encoding protocol, etc. Once the standards have been established then the industry can move quickly to bring this technology to the masses. Through our affiliate, we are now working the unified ASD industrial standard in China with the State Administration of Radio, Film and Television of the People's Republic of China (SARFT).
The market for glasses-free 3D technology is still in its early stage, and there are very few competitors worldwide. Nonetheless, there are many established and early stage companies that address the 3D display market in one way or another, including makers of 3D televisions and mobile phones, such as Panasonic Corporation, Samsung Electronics Corporation, Ltd., Sony Corporation and X6D Limited. For the most part, these companies do not market 3D autostereoscopic products, and thus do not compete directly with the products and services we seek to market. However, at this time, we consider them to be competitors generally in the effort to market stereoscopic display (with glasses) solutions to end user businesses. They have different markets apart from this new autostereoscopic (glasses-free) 3D market. Philips is the pioneer in autostereoscopic technology. However, Philips does not produce or sell autostereoscopic 3D products for many years. Other companies operating in this domain such as Magnetic 3D, Alioscopy, and Dimenco have started operations earlier than us. They do have similar technology that we have, but we believe they do not have the cost advantage that we have. We have strategically well positioned our base operation in Hong Kong and China where we believe we have cost effective outsourcing manufacturing strategy. In addition, we have a wider product and solution offerings than most of our competitors. On the other hand, very few of these competitors are public listed companies. We shall have a better advantage if we can stay listed on NASDAQ such that we can have a better position to raise adequate capital for our product development.
The ASD market in Asia is fragmented with different players involved in research and development, production of lamination services, production of the autostereoscopic display and production of complete ASD devices. At retail level, there are approximately over 50 brands of ASD devices available in the market. Japan and China are the leading countries in Asia featured with a number of reputable market players who are capable to supply ASD devices to different countries worldwide.
The competition of ASD market at retail level is mainly triggered by selling price, quality and user acceptance. There are a variety of ASD products available in market such as smartphones, digital signage, TV and tablets, and the number is growing along with the market expansion and technology advancement. ASEAN and China are the fast growing developing regions in terms of ASD technology development and product application in Asia. Some market players are capable to offer ASD solution and service to cooperate customers from, for example, the advertising industry.
The majority of ASD devices in markets are based on fixed lenticular and switchable parallax technology. However, leading market players are putting emphasis on research and commercialization of lenticular-based switchable ASD technology which offers better 3D visual effect and brightness control than the existing parallax barrier method.
Some ASD solution providers focusing on corporate customers may offer related services such as content conversion for videos and games apart from ASD hardware. The corporate customers are mainly from advertising and entertainment industries.
Some of the major challenges faced by the vendors in the market are as follows:
• Lack of interoperability among stakeholders
• Lack of standardization of 3D displays
• Increased selling price of 3D displays
• Limitations of autostereoscopic 3D display technology
Lack of interoperability among stakeholders
The adoption of 3D flat panel TVs plays a significant role in the growth of this market as it accounts for more than 80% of the overall demand for 3D displays. The adoption of these 3D flat panel displays depends on the availability of 3D video content. The more 3D content available, the higher the adoption rate of 3D TVs. However, the lack of interoperability among the players present in the 3D content delivery value chain works against an increase in 3D video content. These players include content owners, flat panel manufactures, satellite operators, and platform operators.
Lack of standardization of 3D displays
3D displays have been commercialized recently and their development is still in an early stage; hence, 3D display technology is yet to be standardized. The lack of standards has reduced the adoption rate of 3D displays among consumers. Standardization is essential to avoid confusion among potential buyers and to avoid burdening them with too many options. It is also essential for smooth interoperability among players in the value chain.
Increased Selling Price of 3D displays
The market is expected to witness an increased in the selling price of 3D displays because of the increased cost of raw materials and development. An increase in selling price would transfer the cost pressure to consumers. Another factor behind the increased in the selling price is the high cost of producing autostereoscopic 3D displays as the mass production process has not been established.
Limitations of autostereoscopic 3D display technology
All 3D technologies, except autostereoscopic technology, require glasses to experience the 3D projection. But autostereoscopic technology is expensive and difficult to be integrated with large-sized displays. The technology also has technical limitations pertaining to the viewing angle. It can also lead to visual fatigue, though this is only for those lower quality ASD display suppliers, when the user is viewing the display for long periods of time. Due to some of these limitations, the cost of autostereoscopic displays is expected to remain high, which will result in slow rate of adoption.
The revenue generation of the global 3D display market is rising because of the increase in 3D content worldwide. The increasing popularity of 3D technology among end-consumers and the rise in the launch of 3D Hollywood movies are the major factors driving the demand for 3D enabled devices. Currently, the enhanced user experience through 3D technology is driving the market. The 3D display market is dominated by 3D TVs, and other application areas such as smartphones, tablets, and HMDs will take off in future as 3D because mainstream format.
With the increase in the number of gamers worldwide, 3D enabled gaming consoles are gaining market traction. The unique gaming experience created through these displays is engaging users. As traditional advertising has almost reached saturation, companies are focusing on 3D display billboards to enhance their respective customer bases. Healthcare is another booming sector, wherein doctors use 3D displays to better analyze 3D images.
The industry is influenced by many factors that either drive or curtail market growth. An increase in 3D content, rapid advances in technology, and the increased adoption of 3D displays in the advertising and healthcare sectors are some of the significant trends fueling market growth.
Rapid advances in technology have prompted OEMs to upgrade their systems. But this has added to the costs for vendors. Moreover, with the emergence of autostereoscopic technology, vendors in the global 3D display market are focusing on eliminating the limitations associated with this technology, as autostereoscopic technology enables a user to see 3D visuals without the use of glasses.
Competition among vendors is expected to increase because of increased demand for mobile devices such as smartphones and tablets in both developing and developed regions. Most vendors are adopting new technologies to match global standards. 3D displays are penetrating numerous markets such as that of smartphones, tablets, gaming devices, monitors, HMDs, healthcare, and advertising. The use of 3D displays in HMDs, in particular, will find increased acceptance because of the enhanced visual experience it offers.
ASD Reginal Development
The ASD market in Asia has experience rapid development during recent years, and it still contains tremendous potential for the future growth. Japan, South Korea, China and ASEAN are considered to be the major engines to propel the Asian ASD market from the perspective of technology advancement or market potential, and these four regions represent different competitive advantages. In the coming decades, with the increasing level of integration of the ASD industry in different regions, the Asian ASD market is estimated to embrace a brilliant future.
The ASD market in China has demonstrated increasing competition. The continuous entry of new players has led to a relatively fragmented market status. The ASD market in China is still in the period of rapid development, so the number of new entrants tends to keep increasing. For now, China represents a high efficiency in the process of industrialization and application development of ASD products.
The ASD market in AEAN has not yet fully established and the local ASD players have not emerged so far. Due to the relatively inexpensive labor force, many overseas ASD players are transferring their hardware manufacturing facilities to Southeast Asia.
Many traditional technology giants in Korea have been striving to develop ASD business, such as Samsung, LG, Maxon F-Vision, etc., who are leading the development of ASD market in Korea. The technology communication environment in Korea is open and free. Most of the local players in Korea are willing to receive the cooperation from overseas. It is projected that the competition in the ASD market of Korea tends to become stiffer in the future with the introduction of new foreign entrants.
The ASD market in Japan demonstrates that highest market concentration ratio all over Asia. Both the government and relative companies commit great investment and resources on research development and promotion of ASD. Japan has been among the leading countries in ASD technology in Asia, especially in software. However, Japan shows a conservative attitude toward technical exchange communication with overseas companies.
Sourcing and Manufacturing
We will subcontract the production of our hardware products to third party subcontract manufacturers. Such manufacturers produce these products using OEM parts under specifications and licenses granted, as necessary, by our Company. This would reduce the capital requirements to maintain and support a manufacturing infrastructure.
Marketing, Distribution and Sales
For our ASD products we have established distributors in major cities in China. We are also in the process of building our own brand for our ASD which we intend to launch when we have the necessary resources available.
Sources and Availability of Raw Materials and Principal Suppliers
For our ASD products we rely on certain critical components in the market place. Our principal suppliers are supplying us with LCD panels and computer hardware.
Inventory, Operating Capital and Seasonality
Our inventory levels are expected to be modest relative to our sales. Our manufacturing policy is to manufacture to order. Thus we would not expect to keep much inventory unless under extraneous circumstances such as material shortage or expected prolonged manufacturing interruption i.e. labor strike.
We will monitor our operating capital to meet our obligations as they come due. We monitor our operating budgets in view of our operating cash flow requirements.
We do not expect any seasonality to our business other than normally expected in the consumer electronics business where there is a general let down in the first quarter of each year after the Christmas season.
Dependence on Major Customers
In 2018, our major sales were for ASD displays to a few customers. These products are normally sold as a system; therefore, our sales are focused on a few customers. In 2018, our largest 2 customers accounted for 72% of our revenue. Our strategy is to appoint distributors to sell our products and services, and we will maintain a very small sales and marketing team in order to keep our operating costs low. Each of these distributors will have their own major customers, but consider as a whole, we are not dependent on only a few specific customers in order to derive sales as we build up our distributor network and customer base.
Research and Developments
We outsource basic research to local universities and research institutes on research and development of advanced technology in 3D imaging. The research outcome from these research entities will be either owned by us or under exclusive or non-exclusive licenses to us. We maintain our own development team to further develop products and solutions which we foresee to have potential markets. This kind of two-step development will be best suited for small to medium size technology companies in order to keep a balance in the R&D budget. We shall further expand our internal R&D team when we have enough earnings or have acquired enough capital to grow.
Pivotal to the development and commercialization of our ASD products is intellectual property protection for the underlying technology and the product candidates. The licenses we hold are further described under "Patent Portfolio" below.
In addition to patent protection, we rely on unpatented trade secrets, know-how and other confidential information as well as proprietary technological innovation and expertise that are protected in part by confidentiality and invention assignment agreements with our employees, advisors and consultants.
Patent matters in electronics industry are highly uncertain and involve complex legal and factual questions. The availability and breadth of claims allowed in electronics patents cannot be predicted. Statutory differences in patentable subject matter may limit the protection IMT can obtain on some or all of its licensed inventions or prevent us from obtaining patent protection either of which could harm our business, financial condition and results of operations. Since patent applications are not published until at least 18 months from their first filing date and the publication of discoveries in the scientific literature often lags behind actual discoveries, we cannot be certain that we, or any of our licensors, were the first creator of inventions covered by pending patent applications, or that we or our licensors, were the first to file patent applications for such inventions. Additionally, the grant and enforceability of a patent is dependent on a number of factors that may vary between jurisdictions. These factors may include the novelty of the invention, the requirement that the invention not be obvious in the light of prior art (including prior use or publication of the invention), the utility of the invention, and the extent to which the patent clearly describes the best method of working the invention. In short, this means that claims granted in various territories may vary and thereby influence commercial outcomes.
While we intend to seek patent protection for our 3D products and technologies, we cannot be certain that any of the pending or future patent applications filed by the Company, or licensed to us, will be approved, or that IMTE will develop additional proprietary products or processes that are patentable or that we will be able to license any other patentable products or processes. IMTE cannot be certain that others will not independently develop similar products or processes, duplicate any of the products or processes developed or being developed by the Company or licensed to us, or design around the patents owned or licensed by us, or that any patents owned or licensed by us will provide us with competitive advantages.
Furthermore, we cannot be certain that patents held by third parties will not prevent the commercialization of products incorporating the technology developed by us or licensed to us, or that third parties will not challenge or seek to narrow, invalidate or circumvent any of the issued, pending or future patents owned or licensed by us.
Our commercial success will also depend, in part, on our ability to avoid infringement of patents issued to others. If a court determines that we were infringing any third party patents, we could be required to pay damages, alter our products or processes, obtain licenses or cease certain activities. We cannot be certain that the licenses required under patents held by third parties would be made available on terms acceptable to us or at all. To the extent that we are unable to obtain such licenses, we could be foreclosed from the development, export, manufacture or commercialization of the product requiring such license or encounter delays in product introductions while we attempt to design around such patents, and any of these circumstances could have a material adverse effect on our business, financial condition and results of operations. We may have to resort to litigation to enforce any patents issued or licensed to us or to determine the scope and validity of third party proprietary rights. Such litigation could result in substantial costs and diversion of effort by us. We may have to participate in opposition proceedings before the relevant patent office, or in interference proceedings declared by the United States Patent and Trademark Office, to determine the priority of invention for patent applications filed by competitors. Any such litigation interference or opposition proceeding, regardless of outcome, could be expensive and time consuming, and adverse determinations in any such proceedings could prevent us from developing, manufacturing or commercializing our products and could have a material adverse effect on our business, financial condition and results of operations.
The following table presents our portfolio of patents and patent applications, including their status (as at December 31, 2018) and a brief description of their respective inventions.
|Patent Owner||Title|| |
Visumotion International Limited
(A wholly owned subsidiary of MDL)
(i) Method for processing a spatial image
|EP 2172032||Granted in Germany||June 2028|
|EP 2172032||Granted in France|
|EP 2172032||Granted in U.K.|
|4988042||Granted in Japan|
|US 8,817,013||Granted in U.S.|
(ii) Method for stereoscopic illustration
|2010 80019861.4||Granted in China||May 2030|
|US 8,797,383||Granted in U.S.|
|102010028668||Granted in Germany|
Independent party - Versitech Limited
(A subsidiary of the University of Hong Kong)
|(i) A depth discontinuity-based method for efficient intra coding for depth videos||62/199,727||Provisional Patent in U.S. These patent rights in relation to 3D video encoding and transmission will be assigned by the owner to Marvel Digital Limited in the event of either (1) IPO of MDL shares or (2) the 3D video technologies covered by the Patent Rights is approved by PRC authority as an industry standard||N/A|
|(ii) Global and major object motion estimation, compensation and efficient realization for depth compression||62/199,754|
|(iii) A multi-overlay variable support and order kernel-based representation for image deformation and view synthesis||62/199,702|
|(iv) Auxiliary Data for Artifacts-Aware View Synthesis||62/285,825|
|(v) Shape-adaptive model-based codec for loss and lossless compression of binary images||62/300,502|
Marvel Display Technology (Shenzhen) Limited
(A wholly owned subsidiary of MDL)
|Method and apparatus for Chroma interpolation of video image||200710070313.4||Granted in China||July 2027|
|A Universal Stereo Image Synthesis Method Based on Lenticular Lens for LCD Stereoscopic Display||200810062513.X||June 2028|
|A Method of Virtual View Synthesis Based on Depth and Occlusion Information||200810062811.9||July 2028|
|A Method of Extracting Hierarchical Image for 3D TV||200810062810.4||July 2028|
|A Multichannel Video Stream Coding Method Based on Depth Information||200810062864.0||July 2028|
|Multichannel Video Stream Encoder and Decoder Based on Depth Image Rendering||200810062865.5||July 2028|
|A Method of converting 2D video to 3D video in 3D TV system||200910102114.6||August 2029|
|A Depth Extraction Method of Fusing Motion Information and Geometric Information||200910102153.6||August 2029|
|Patent Owner||Title||Patent No. |
Marvel Display Technology (Shenzhen) Ltd.
(A wholly owned subsidiary of MDL) (Continued)
|A Method of Layered B Predictive Structural Arrangement with High Compressibility||200910155883.2||Granted in China||December 2029|
|A Method for Expressing 3D Scene and its TV System||201010039540.2||January 2030|
|A Virtual View Method Based on Video Sequence Background Modeling||201010039539.X||January 2030|
|A Depth Representation Method Based on Optical Flow and Image Segmentation||201010101197.X||January 2030|
|Extraction method of occlusion information in stereoscopic image pairing||201010141105.0||April 2030|
|A Method of Generating Virtual Multiview Images Based on Depth Graph Layered||201010228696.5||July 2030|
|A 3D Augmented Reality Method for Multiview Stereoscopic Display||201110412061.5||December 2031|
|Depth image post-processing methods||201110460155.X||December 2031|
Marvel Digital Limited
|Method for Enhancing Video Resolution and Video Quality, Encoder and Decoder||16103565.1||Granted in Hong Kong||October 2023|
|A Method, Apparatus and Device for Acquiring a Spatial Audio Directional vector||16103566.0||Granted in Hong Kong||October 2023|
|A Lens For Extended Light Source and Design Method Therefor||16106705.5||Granted in HK||June 2023|
|Method For Improving the Quality Of 2D-to-3D Automatic Conversion By Using Machine Learning||16111899.1||Granted in HK||October 2023|
|Exterior design for computer||CN201630079168.6||Granted in CN||March 2026|
|1601506.3||Granted in HK||August 2041|
Material Contracts Related to Intellectual Property and Commercialization Rights
License Agreement with Versitech Limited
In September 2015, Versitech Limited ("Versitech") and Marvel Digital Limited ("MDL") entered into a License Agreement in respect to the sharing of income arising from the intellectual property rights in the video encoding and transmission worldwide. The agreement provides MDL and its affiliates for the term an exclusive and royalty-bearing license under the patent rights owned by Versitech listed in the previous table above, to develop, make, have made, use, sell, offer to sell, lease, import, export or otherwise dispose of licensed product in 3D video encoding and transmission worldwide and with the right to grant sublicense pursuant to the terms of the agreement. MDL shall pay an upfront payment in the amount of HK$100,000 and a running royalties of 3% of net sales (“3% Royalty”) on licensed product and licensed process by MDL and its affiliates and sublicensee. MDL shall also pay Versitech a total of 15% of all sublicense income received by MDL or any of its affiliates. In addition, there are milestone payments payable to Versitech Limited upon the event when cumulative gross revenue arising from the licensed products reaching certain levels with the maximum cumulative total milestone payments of HK$2,000,000. This project was originally derived from an earlier agreement entered into among the Government of the Hong Kong Special Administrative Region, MDL and the University of Hong Kong ("HKU") under the Innovation and Technology Fund University-Industry Collaboration Programme entitled "Content Generation and Processing Technologies for 3D/Multiview Images and Videos". Versitech is a wholly-owned subsidiary and the technology transfer arm of HKU.
As at December 31, 2018 the development of the application of the video encoding and transmission is still under development. Therefore, there has been no fees paid to Veritech for royalty and sublicense fee.
Starting in 2019 and thereafter, the royalty will be the greater of 3% Royalty and HKD200,000 (approximately A$36,194) each year.
Technology License Agreement with Koninklijke Philips N.V.
In October 2013, a Technology License Agreement between Koninklijke Philips N.V. ("Philips") and MDL for granting MDL a non-exclusive and non-transferable license under certain intellectual property rights on/over for licensed patents and knowhow in relation to the 3D lenticular display design, 3D content creation and 3D formats ("the 3D Technology") to develop, manufacture, sell and / or otherwise dispose of such 3D display modules and sets, and to disclose and make available certain know-how and information relating to the 3D technology to MDL. The Agreement shall remain in force for a period of 10 years or until the last to expire Licensed Patent has expired, whichever is later, unless terminated earlier in accordance with the provisions. The Technology License Agreement involve 700+ patents owned by Philips.
The market for 3D technology is affected by a wide range of U.S. and international regulations, including regulations related to taxation and import-export controls, which could negatively impact the market for these devices we sell or decrease potential profits to the Company. Pursuant to the Tariff Act of 1930, as amended, the Trade Act of 1974 and regulations promulgated there under, the United States government charges tariff duties, excess charges, assessments and penalties on many imports. These regulations are subject to continuous change and revision by government agencies and by action of the United States Trade Representative and may have the effect of increasing the cost of goods purchased by the Company or limiting quantities of goods available to the Company from our overseas suppliers. As some of our products are sold in China, we will need to follow the Regulations of the People's Republic of China on Import and Export Duties which are amended from time to time and may have the effect of increasing the costs of goods sold by the Company into China.
Costs and Effects of Compliance with Environmental Laws; Environmental Matters
We are not aware of any material costs or impacts on our business related to compliance with federal, state or local environmental laws regarding the products we intend to market and sell.
We do not carry any kind of product liability or other business insurance.
Legal and Administrative Proceedings
We are not part to any material legal or administrative proceedings, and we are not aware of any threatened material legal or administrative proceedings against us.
As at December 31, 2018, we have a total of 8 subsidiaries and their corporate details and business activities are listed below:
|Subsidiary Name||Place of Incorporation||% held||Business scope|
|CIMC Marketing Pty Ltd||Australia||100% Direct||Management services and trading|
|Binario Ltd||British Virgin Islands||100% Direct||Investment holding company|
|Dragon Creative Ltd||Hong Kong||100% Direct||Sales and distribution of various 3D related products and provision of 3D consulting services|
|GOXD Technology Limited||Hong Kong||76% Indirect||Development and distribution of 3D digital picture frames|
|Marvel Digital Ltd||Hong Kong||95% Indirect||Development of 3D autostereoscopic display technology and investment holding|
|Visumotion International Ltd||Hong Kong||95% Indirect||Sale of software and provision of consultancy services|
|Marvel Display Technology (Shenzhen) Limited (formerly known as Marvel Software (Shenzhen) Ltd)||China, PRC||95% Indirect||Manufacturing and distribution of 3D products and provision of 3D consultancy services|
|Digital Media Technology Ltd||Labuan, Malaysia||100% Indirect||Sale and distribution of 3D and audio products|
|D.||Property, Plant and Equipment|
The Company has its registered office in Adelaide, Australia, the principal and main operating office located in Hong Kong, and a test assembly and operating office in China. In Australia, the Company rents a 100 square feet office on a month to month basis at a cost of A$1,000 per month. In Hong Kong, the Company's the principal office is approximately 3,000 square feet which is currently rent free, and rents two operating offices, one of which is approximately 4,000 square feet on a three-year lease at approximately A$15,500 per month until May 31, 2020 and the other is approximately 4,400 square feet on a 3 years lease at approximately A$26,300 per month until October, 2021. In China, the Company rents a 4,405 square feet development office in Dongguan, Guangdong Province, on a three years lease at approximately A$3,857 per month until November, 2021.In addition, the Company rents a 15,930 square feet pre-production facility in Shenzhen on a 2 years rental at approximately A$33,663 per month until January 2021.
The Company's manufacturing plan is for pre-production or test production in Shenzhen. The Company intends to outsource the commercial production to subcontractors. Accordingly, the Company does not intend to build infrastructure to expand its manufacturing capabilities, capital equipment, headcount, or administrate burden. We believe we will be able to obtain additional office space for our operations, as needed, on commercially reasonable terms. Our plant and equipment recorded in our financial statements as at December 31, 2018 consisted of A$86,298 for leasehold improvements relating to renovation and decoration costs for our offices and A$751,940 for office furniture and equipment. We are not aware of any environmental impact on the use of these equipment. With the distribution rights agreement for conductive film, we will seek to raise funds to build one lamination line for manufacturing electronic glass products. However, we are only at the preliminary planning stage.
|ITEM 4A.||UNRESOLVED STAFF COMMENTS|
|ITEM 5.||OPERATING AND FINANCIAL REVIEW AND PROSPECTS|
The following discussion and analysis of the financial condition and results of operations of IMTE should be read in conjunction with the audited financial statements as at and for the fiscal year ended December 31, 2018, as at and for the year ended December 31, 2017, and as at and for the year ended December 31 2016, together with the notes thereto included elsewhere in this Annual report. The financial information contained in this Annual report is derived from the financial statement, which were prepared in accordance with IFRS.
IMTE is an Australian company engaged in the development, sale and distribution of autostereoscopic 3D display, 3D video wall, 3D conversion equipment and software, and provision of 3D technology solutions and consultancy services, and (b) sale and distribution of audio products.
We were incorporated under the laws of the Commonwealth of Australia on August 8, 2008 under the name "China Integrated Media Corporation Limited". On October 12, 2016 we changed the company name to Integrated Media Technology Limited. Our ordinary shares were listed on the Australia Securities Exchange, or ASX in February 2013.
On May 2, 2017, we effected a 1-for-30 reverse split of our common stock. The purpose of the reverse stock split was to enable us to meet the Nasdaq's minimum share price requirement. The reverse stock split became effective and the common stock began trading on a split-adjusted basis on the Australian Securities Exchange at the opening of trading on May 8, 2017. All share and per share amounts disclosed herein give effect to this reverse stock split retroactively, for all periods presented.
On August 3, 2017 our shares of Common Stock were admitted for listing on the Nasdaq Capital Markets under the symbol "IMTE".
On June 15, 2018 our shares of common stock were de-listed from the ASX. Today, the principal listing of our ordinary shares is on the Nasdaq Capital Markets, or Nasdaq.
For a description of the milestones that we have achieved since inception and through to the date of this report, see "Item 4. Information on the Company – A. History and Development of the Company."
We are at an early stage in the development of our 3D products and services. We have incurred net losses since inception until recently when we recorded a profit for the fiscal year 2015 mainly through the sale of our autostereoscopic 3D display, 3D conversion equipment and software. In 2017 we recorded profits of A$1,692,666 but in 2018 we recorded a loss of A$16,843,223 mainly due to the decrease in sales as we sorted out certain manufacturing issues with our manufacturer. Going forward, the Company needs to resolve the manufacturing issues and continue to develop and sell the 3D products and services. For the past 2 years, we have funded our operations primarily through the sale of equity securities in the Company and its subsidiaries, advances from shareholder and from operation profits. For details of the business overview, see "Item 4. Information on the Company - B. Business Overview."
Critical Accounting Policies
We prepare our consolidated financial statements in accordance with IFRS as issued by IASB. As such, we are required to make certain estimates, judgments, and assumptions that management believes are reasonable based upon the information available. These estimates, judgments and assumptions affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the periods presented. The significant accounting policies listed in Note 3 to the consolidated financial statements that management believes are the most critical to aid in fully understanding and evaluating our financial condition and results of operations under IFRS are discussed below.
Goodwill is stated after separate recognition of identifiable intangible assets. It is calculated as the excess of the sum of: (a) fair value of consideration transferred, (b) the recognized amount of any non-controlling interest in the acquiree, and (c) acquisition-date fair value of any existing equity interest in the acquiree, over the acquisition-date fair values of identifiable net assets.
Any contingent consideration to be transferred by the acquirer is recognized at acquisition-date fair value. Subsequent adjustments to consideration are recognized against goodwill only to the extent that they arise from new information obtained within the measurement period (a maximum of 12 months from the acquisition date) about the fair value at the acquisition date. All other subsequent adjustments to contingent consideration classified as an asset or a liability are recognized in the consolidated statement of profit or loss.
|(i)||Acquired both separately and from a business combination|
Purchased intangible assets are initially measured at cost. The cost of an intangible asset acquired in a business combination is its fair value as at the date of acquisition. Following initial recognition, intangible assets are measured at cost less any accumulated amortization and any accumulated impairment losses. Intangible assets with finite lives are amortized over the useful life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortization period and the amortization method for an intangible asset with a finite useful life are reviewed at each financial year end.
|(ii)||Autostereoscopic 3D display technologies and knowhow|
The autostereoscopic 3D display technologies and knowhow acquired in the business combination is measured at fair value as at the date of acquisition. These costs are amortized over the estimated useful life of 8 years and are tested for impairment where an indicator of impairment exists. The useful lives are also examined on an annual basis and adjustments, where applicable, are made on a prospective basis. Please refer to Note 16 for impairment review of these autostereoscopic 3D display technologies and knowhow.
|(iii)||Research and development costs|
Development projects in the consolidated statement of financial position represent the development costs directly attributable to and incurred for internal technology projects of the Group. An intangible asset arising from development expenditure on an internal technology project is recognised and included in development projects only when the Group can demonstrate the technical feasibility of completing the intangible asset or technology so that it will be available for application in existing or new products or for sale, its intention to complete and its ability to use or sell the asset, how the asset will generate future economic benefits, the availability of resources to complete the development, the ability to measure reliably the expenditure attributable to the intangible asset during its development and the ability to use the tangible asset generated. For labour costs, all research and development member salaries that are directly attributable to the technology project are capitalised. Administrative staff and costs are recognised in the profit or loss instead of capitalising this portion of costs. Following the initial recognition of the development expenditure, the cost model is applied requiring the asset to be carried at cost less any accumulated impairment losses. The amortisation rate of these intangible assets was determined on the basis of the estimated useful life from the time that the relevant asset is taken into use.
Expenditure incurred on patents, trademarks or licenses are capitalized from the date of application. They have a definite useful life and are carried at cost less accumulated amortization. They are amortized, using the straight line method over their estimated useful lives for a period of 8 to 15 years.
Acquired computer software licenses are capitalized on the basis of the costs incurred to acquire and bring to use the specific software. These costs are amortized over their estimated useful lives (2-5 years). Costs associated with maintaining computer software programmes are recognized as an expense when incurred.
Finished goods are stated at the lower of cost and net realizable value on a "first in first out" basis. Cost comprises direct materials and delivery costs, import duties and other taxes. Costs of purchased inventories are determined after deducting rebates and discounts received or receivable. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs necessary to make the sale.
Impairment of Assets
Internal and external sources of information are reviewed at the end of each reporting period to identify indications that the following assets may be impaired or, except in the case of goodwill, an impairment loss previously recognised no longer exists or may have decreased:
- property, plant and equipment (other than properties carried at revalued amounts);
- intangible assets; and
If any such indication exists, the asset's recoverable amount is estimated. In addition for goodwill, intangible assets that are not yet available for use and intangible assets that have indefinite useful lives, the recoverable amount is estimated annually whether or not there is any indication of impairment.
Impairment of Assets (continued)
Internal and external sources of information are reviewed at the end of each reporting period to identify indications that the following assets may be impaired or, except in the case of goodwill, an impairment loss previously recognised no longer exists or may have decreased:
- property, plant and equipment (other than properties carried at revalued amounts);
- intangible assets; and
If any such indication exists, the asset's recoverable amount is estimated. In addition for goodwill, intangible assets that are not yet available for use and intangible assets that have indefinite useful lives, the recoverable amount is estimated annually whether or not there is any indication of impairment.
(i) Calculation of recoverable amount
The recoverable amount of an asset is the greater of its fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Where an asset does not generate cash inflows largely independent of those from other assets, the recoverable amount is determined for the smallest group of assets that generates cash inflows independently (i.e. a cash-generating unit).
(ii) Recognition of impairment losses
An impairment loss is recognized in profit or loss if the carrying amount of an asset, or the cash-generating unit to which it belongs, exceeds its recoverable amount. Impairment losses recognized in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to the cash-generating unit (or group of units) and then, to reduce the carrying amount of the other assets in the unit (or group of units) on a pro rata basis, except that the carrying value of an asset will not be reduced below its individual fair value less costs of disposal (if measurable) or value in use (if determinable).
(iii) Reversals of impairment losses
In respect of assets other than goodwill, an impairment loss is reversed if there has been a favorable change in the estimates used to determine the recoverable amount. An impairment loss in respect of goodwill is not reversed.
A reversal of an impairment loss is limited to the asset's carrying amount that would have been determined had no impairment loss been recognized in prior years. Reversals of impairment losses are credited to profit or loss in the year in which the reversals are recognized.
Plant and Equipment
Items of plant and equipment are measured at cost less accumulated depreciation and impairment losses.
The carrying amount of plant and equipment is reviewed annually by the directors to ensure it is not in excess of the recoverable amount from those assets. The recoverable amount is assessed on the basis of the expected net cash flows that will be received from the asset's employment and subsequent disposal. The expected net cash flows have been discounted to their present values in determining recoverable amounts.
The depreciable amount of all fixed assets are depreciated over their estimated useful lives to the Group commencing from the time the assets is held ready for use.
Depreciation is calculated on a straight-line basis to write the net cost of each item of plant and equipment over their expected useful lives. The depreciation rates used for each class of depreciable assets are generally as follows:
|Class of fixed assets||Depreciation rate|
|Leasehold Improvements||lesser of 3-5 years or lease term|
|Office Furniture and Equipment||3-5 years|
|Motor Vehicle||5 years|
Gains and losses on disposal are determined by deducting the net book value of the assets from the proceeds of sale and are booked to the profit or loss in the year of disposal.
Convertible bonds that can be converted into ordinary shares at the option of the holder, where the number of shares to be issued is fixed, are accounted for as compound financial instruments, i.e. they contain both a liability component and an equity component.
At initial recognition the liability component of the convertible bonds is measured at fair value based on the future interest and principal payments, discounted at the prevailing market rate of interest for similar non-convertible instruments. The equity component is the difference between the initial fair value of the convertible bonds as a whole and the initial fair value of the liability component. Transaction costs that relate to the issue of a compound financial instrument are allocated to the liability and equity components in proportion to the allocation of proceeds.
The liability component is subsequently carried at amortised cost. Interest expense recognised in profit or loss on the liability component is calculated using the effective interest method. The equity component is recognised in the capital reserve until either the bonds are converted or redeemed.
If the bonds are converted, the capital reserve, together with the carrying amount of the liability component at the time of conversion, is transferred to share capital and share premium as consideration for the shares issued. If the bonds are redeemed, the capital reserve is released directly to retained profits.
Derivative Financial Instruments
Derivative financial instruments are recognised at fair value. At the end of each reporting period the fair value is remeasured. The gain or loss on remeasurement to fair value is recognised immediately in profit or loss.
Revenue is recognized in accordance with IFRS 15 Revenue from Contracts with Customers. The underlying principle is to recognize revenue when a customer obtains control of the promised goods at an amount that reflects the consideration that is expected to be received in exchange for those goods. It also requires increased disclosures including the nature, amount, timing, and uncertainty of revenues and cash flows related to contracts with customers. We adopted IFRS 15 Revenue from Contracts with Customers at the beginning of 2018, and implemented new accounting policies and internal controls necessary to support its requirements. The adoption of IFRS 15 did not have any impact on our revenue recognition.
We recognize revenue upon transfer of control of the promised goods in a contract with a customer in an amount that reflects the consideration we expect to receive in exchange for those products. Transfer of control occurs once the customer has the contractual right to use the product, generally upon shipment or once delivery and risk of loss has transferred to the customer. We account for a contract with customer when we have approval and commitment from both parties, the rights of the parties and payment terms are identified, the contract has commercial substance and collectability of consideration is probable. We identify separated contractual performance obligations and evaluate each distinct performance obligation within a contract, whether it is satisfied at a point in time or over time. All of our performance obligations for the reported periods were satisfied at a point in time.
Revenue is allocated among performance obligations in a manner that reflects the consideration that we expect to be entitled to for the promised goods based on standalone selling prices (SSP). SSP are estimated for each distinct performance obligation and judgment may be required in their determination. The best evidence of SSP is the observable price of the product when we sell the goods separately in similar circumstances and to similar customers.
Until January 1, 2018, revenues from sales of products and services were recognized upon delivery provided that the collection of the resulting receivable was reasonably assured, there was persuasive evidence of an arrangement, no significant obligations remained and the price was fixed or determinable.
The product warranties, which in the great majority of cases includes component and functional errors, are usually granted for one year period from legal transfer of the product. For the customers, the specific warranty period and the specific warranty terms are part of the basis of the individual contract.
Warranty provisions include only standard warranty, whereas services purchased in addition to the standard warranty are included in the services contracts.
Revenue is recognized as interest accrues using the effective interest method.
See "Item 4. Information on the Company - A. History and Development of the Company."
Results of Operations
The following table sets forth our condensed consolidated statements of operations by amount and as a percentage of our total operating revenues for the periods indicated:
|For the years ended December 31,|
|% of Net |
|% of Net |
|% of Net|
|Total operating revenues||1,324,406||100.0||5,762,711||100.0||13,929,670||100.0|
|Cost of sales||723,711||54.6||2,548,064||44.2||2,027,743||14.6|
|Employee benefit expenses||2,253,411||170.1||1,887,692||32.8||1,715,687||12.3|
|Depreciation and amortization expenses||2,029,373||153.2||2,021,131||35.1||2,147,231||15.4|
|Professional and consulting expenses||1,746,762||131.9||301,732||5.2||300,576||2.2|
|(Gain) / Loss on disposal of a subsidiary||(608,995)||(46)||-||-||872||-|
|Travel and accommodation expenses||384,184||29.0||333,503||5.8||431,282||3.1|
|Other operating expenses||2,010,142||151.8||1,448,960||25.1||1,728,184||12.4|
|Provision for impairment loss for goodwill|| |
|Operating (loss) / profit before income tax||(18,550,892)||(1,400.7)||(2,885,472)||(50.1)||5,504,429||39.5|
|Gain on disposal of financial assets at fair value through profit or loss||709,543||53.6||-||-||-||-|
|Fair value change in contingent consideration liability||-||-||3,953,537||68.6||-||-|
|Net (loss) / profit before income taxes|| |
|Income tax credit / (expense)||507,057||38.3||187,213||3.2||(2,018,939)||(14.5)|
|Net (loss) / profit||(16,843,223)||(1,271.8)||1,692,666||29.4||3,595,068||25.8|
Comparison of Year Ended December 31, 2018 to Year Ended December 31, 2017
The following table sets forth revenues by sources and the percentage of our total operating revenues for the period indicated:
|For the years ended December 31,|
|% of |
|Tablets and mobiles||-||0.0||655,076||11.4|
|Consulting services income||-||0.0||-||0.0|
|Total operating revenues||1,324,406||100.0||5,762,711||100.0|
Revenues. The revenue from operating activities for the year ended December 31, 2018 was A$1,324,406 as compared to the prior year of A$5,762,711, a decrease of A$4,438,305 or 77% from the prior year. The revenue for the year ended December 31, 2018 consists of the sales and distribution of 3D autostereoscopic products and sales of software, sales and distribution of audio products, and provision of conversion and other services. The significant decrease in revenue from operations in the year ended December 31, 2017 is primarily attributable to the decline in sales of mobile and tablets of A$655,076, super workstation of A$1,085,416, technology solutions of A$1,171,108 and displays of $1,362,741. We did not have any sales in mobile and tablets, super workstation and technology solution when compared to the prior year. The technology solution sales are customized solutions and comes periodically. For display products, we encountered contract manufacturing problems in 2018 which limited commercial production for 3D display products. Going forward, we have identified a major contract manufacturer for our 3D display manufacturing. In addition, we will put more focus in the sale of 3D display and video wall in 2019.
Cost of Sales. The following table sets forth cost of sales by sources of revenues by amount and as a percentage of net revenues for the periods indicated:
|Years ended December 31,|
|% of Net |
|% of Net|
|Total cost of sales||723,711||54.7||2,548,064||44.2|
Cost of sales decreased by 72% to A$723,711 in 2018 from A$2,548,064 in 2017, which primarily due to the change in product mix of the Group with more software products and technology solutions being sold in the prior year, bringing more costs of sales than that of the products sold in the current year.
Gross Profit and Gross Margin. Gross profit decreased by 72% from A$3,214,647 in 2017 to A$600,695 in 2018. Our gross margin significantly decreased from 56% in 2017 to 45% in 2018, primarily due to the change in product mix of the Group with more software products and technology solutions being sold with comparatively higher profit margin than that of the products sold in the current year.
Fair value change in contingent consideration liability
This represents the change in fair value of the derivative financial instruments relating to the put option granted by the Company to the investor in MDL's Convertible Bond.
The amount of derivative financial instrument issued that is expected to be recognized as income after more than one year is A$126,095.
Provision for impairment loss of intangible assets and goodwill
It represents the impairment loss of goodwill in 2018.
It represented primarily the government subsidy in respect of our technology development projects received for the years ended December 31, 2018, 2017 and 2016.
The operating expenses for the year ended December 31, 2018 was A$21,559,047 as compared to the prior year of A$8,648,183 an increase of A$13,306,993 or 153% from the prior year. The increase in total operating expenses was mainly attributable to provisions for impairment loss of goodwill of A$9,953,311 made during the year.
Employee benefit expenses increased by 19.3% to A$2,253,411 in 2018 from A$1,887,692 in 2017, which was primarily due to increase in the number of staff and general salary increment. As at December 31, 2018, the Group had a total of 74 staff, compared to 53 staff in the Group as at December 31, 2017. The increase of staff was primarily due to the addition of staff for GOXD operation.
The professionally and consulting expenses increased by A$1,445,030 resulting from the increase in legal and professional fees for certain corporate activities during the year including the convertible bonds, Marvel Finance Limited debt to share conversion, investor relations and fund raising fees.
Finance costs increased by A$1,276,298 from A$107,101 in 2017 to A$1,383,399 in 2018. The increase of A$1,276,298 was mainly attributable to the convertible bonds interest of amount A$930,276 and interest charged of A$396,868 in 2018 on the amounts by Marvel Finance Limited, the ultimate holding company in respect of the A$15 million owed to MFL at the beginning of 2018. A$8 million of the amount was settled by the issue of 708,500 shares to MFL on December 12, 2018.
The gain on disposal of subsidiaries for the year ended December 31, 2018 is related to the Company's shareholding in Yamaga Limited, Global Vantage Audio Limited, Marvel Digital (Shenzhen) Limited, Yamaga Audio Limited and Zamora Corporation, which were all disposed of in 2018. The majority of the gain of about A$521,042 was derived from the sale of Marvel Digital (Shenzhen) Limited.
Income tax credit of A$507,057 were recognized during the year ended December 31, 2018 while A$102,853 and A$404,204 of current tax and deferred tax were recognized during the year ended December 31, 2018 which were arising primarily from the disposal of subsidiaries and the loss for the year.
Net Profit (Loss)
We recorded a net loss of A$16,843,223 for the year ended December 31, 2018 while net profit of A$1,692,666 was achieved for the year ended December 2017. The decrease was mainly due to provision for impairment losses of goodwill of A$9,953,311 in 2018. Additionally, our results were impacted by the decrease in our revenue from operating activities and increase in corporate expenses for setting up a new business stream. Included in the profit for the year ended 31 December 2017 was an amount of $3,953,537 being the fair value decrease in contingent consideration liability in relation to the acquisition of MDL.
Comparison of Year Ended December 31, 2017 to Year Ended December 31, 2016
The following table sets forth revenues by sources and the percentage of our total operating revenues for the period indicated:
|For the years ended December 31,|
|% of |
|Tablets and mobiles||655,076||11.4||175,021||1.3|
|Consulting services income||-||-||207||-|
|Total operating revenues||5,762,711||100.0||13,929,670||100.0|
Revenues . The revenue from operating activities for the year ended December 31, 2017 was A$5,762,711 as compared to the prior year of A$13,929,670, a decrease of A$8,166,959 or 59% from the prior year. The revenue for the year ended December 31, 2017 consists of the sales and distribution of 3D autostereoscopic products and conversion equipment, sales of software and technology solutions, sales and distribution of audio products, and provision of conversion and other services. The significant decrease in revenue from operations in the year ended December 31, 2017 is primarily attributable to the one-off sales of our software and technology solutions amounting to approximately A$8,390,000 in 2016.
Cost of Sales . The following table sets forth cost of sales by sources of revenues by amount and as a percentage of net revenues for the periods indicated:
|Years ended December 31,|
|% of Net |
|% of Net|
|Total cost of sales||2,548,064||44.2||2,027,743||14.6|
Cost of sales increased by 26% to A$2,548,064 in 2017 from A$2,027,743 in 2016, which primarily due to the change in product mix of the Group with more software products and technology solutions being sold with less cost of sales than that of the products sold in the current year.
Gross Profit and Gross Margin
Gross profit decreased by 73% from A$11,901,927 in 2016 to A$3,214,647 in 2017. Our gross margin significantly decreased from 85% in 2016 to 56% in 2017, primarily due to the change in product mix of the Group with more software products and technology solutions being sold with comparatively higher profit margin than that of the products sold in the current year.
Fair value change in contingent consideration liability
It represented the fair value decrease in contingent consideration liability in relation to the acquisition of Marvel Digital Limited as the Company recognized the actual deferred performance fee of A$15,110,749 paid to Marvel Finance Limited, the ultimate holding company.
It represented primarily the government subsidy in respect of our technology development projects received for the years ended December 31, 2017 and 2016.
Comparison of Year Ended December 31, 2017 to Year Ended December 31, 2016
The operating expenses for the year ended December 31, 2017 was A$8,648,183 as compared to the prior year of A$8,425,241 an increase of A$222,942 or 3% from the prior year. The increase in total operating expenses was mainly attributable to the increase of A$172,005 in employee related costs as a result of general salary increment.
Employee benefit expenses increased by 10% to A$1,887,692 in 2017 from A$1,715,687 in 2016, which was primarily due to general salary increment. As at December 31, 2017, the Group had a total of 53 staff, compared to 74 staff in the Group as at December 31, 2016. The decrease of staff was primarily due to restructuring of the Group in late 2017.
The loss on disposal of subsidiary for the year ended December 31, 2016 is related to the Company's shareholding in Conco International Co., Limited which was disposed in March 2016.
A deferred tax benefit of A$187,213 was recognized during the year ended December 31, 2017 which were arising primarily from the recognition of tax effect of temporary differences. While an income tax expense of A$2,018,939 consisted of A$1,052,266 and A$966,673 of current tax and deferred tax were recognized during the year ended December 31, 2016 which were arising primarily from the increase of taxable profit and the recognition of tax effect of temporary differences.
We recorded a net profit of A$1,692,666 and A$3,595,068 for the years ended December 31, 2017 and 2016 respectively. The decrease was mainly due to the decrease in our revenue from operating activities and increase in corporate expenses for setting up a new business stream. Included in the profit for the year ended 31 December 2017 was an amount of $3,953,537 being the fair value decrease in contingent consideration liability in relation to the acquisition of MDL.
Inflation and Seasonality
Management believes inflation has not had a material impact on our operations or financial condition and that our operations are not currently subject to seasonal influences.
New, Revised or Amending Accounting Standards and Interpretations
The Group has applied the following standards and amendments for first time in their annual reporting period commencing January 1, 2018:
• IFRS 9 Financial Instruments and associated Amending Standards
The Standard will be applicable retrospectively (subject to the comment on hedge accounting below) and includes revised requirements for the classification and measurement of financial instruments, revised recognition and derecognition requirements for financial instruments and simplified requirements for hedge accounting.
Key changes made to this standard that may affect the Group on initial application include certain simplifications to the classification of financial assets, simplifications to the accounting of embedded derivatives, and the irrecoverable election to recognize gains and losses on investments in equity instruments that are not held for trading in other comprehensive income.
The adoption of these amendments has not had a material impact on the Group.
• IFRS 15 Revenue from Contracts with Customers
IFRS 15 Revenue from Contracts with Customers, effective as of January 1, 2018, supersedes IAS 11 Construction Contracts, IAS 18 Revenue and related Interpretations and it applies, with limited exceptions, to all revenue arising from contracts with customers. The standard establishes a five-step model to account for revenue arising from contracts with customers and requires that revenue be recognised at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods or services to a customer.
Management evaluated the new guidelines introduced by IFRS 15 and applied the five-step model in order to reassess its revenue recognition criteria. Beginning January 1, 2018, management implemented the new guidelines introduced by IFRS 15.
The adoption of these amendments has not had a material impact on the Group.
• IFRS 22 Foreign Currency Transactions and Advance Consideration
Foreign Currency Transactions and Advance Consideration addresses how to determine the 'date of the transaction' when applying IAS 21. It is effective for annual periods beginning on or after January 1, 2018 with early adoption permitted.
The adoption of these amendments has not had a material impact on the Group.
New standards and interpretations not yet adopted
A number of new standards, amendments to standards and interpretations issued by the IASB which are not yet mandatorily applicable to the Group have not been applied in preparing these consolidated financial statements. Those which may be relevant to the Group are set out as below. The Group does not plan to adopt these standards early.
• IFRS 16 Leases
IFRS 16 Leases was issued in January 2016 and is effective as of January 1, 2019, replacing IAS 17 Leases, IFRIC 4 Determining whether an Arrangement contains a Lease, SIC-15 Operating Leases-Incentives and SIC-27 Evaluating the Substance of Transactions Involving the Legal Form of a Lease. IFRS 16 sets out the principles for the recognition, measurement, presentation and disclosure of leases and requires lessees to account for all leases under a single on-balance sheet model similar to the accounting for finance leases under IAS 17. The standard includes two recognition exemptions for lessees - leases of 'low-value' assets (e.g., personal computers) and short-term leases (i.e., leases with a lease term of 12 months or less). At the commencement date of a lease, a lessee will recognise a liability to make lease payments (i.e., the lease liability) and an asset representing the right to use the underlying asset during the lease term (i.e., the right-of-use asset). Lessees will be required to separately recognize the interest expense on the lease liability and the depreciation expense on the right-of-use asset.
Management is currently evaluating the new guidelines introduced by IFRS 16 and its impact for the Group.
• IFRS 23 Uncertainty Over Income Tax Treatments
IFRIC 23 Uncertainty Over Income Tax Treatments clarifies how to apply the recognition and measurement requirements in IAS 12 when there is uncertainty over income tax treatments. It is effective for annual periods beginning on or after January 1, 2019 with early adoption permitted.
Management evaluated the new guidelines introduced by IFRIC 23 and did not identify any material impact for the Group.
There are no other standards or interpretations not yet effective that could have a material impact on the Group's financial statements.
|B.||Liquidity and Capital Resources|
Since our inception, our operations have mainly been financed through the issuance of equity securities. Additional funding has come through shareholder advances and short-term investments. We have incurred significant losses since our inception until 2015. For the past 3 years, we have recorded loss of A$16,843,223, profit of A$1,692,666, and profit of A$3,595,068 for the fiscal years ended December 31, 2018, 2017, and 2016 respectively.
The following table summarizes our issuance of ordinary shares for cash or from the conversion debts. We did not issue shares for share-based payments, executive and employee compensation in the last 3 fiscal years.
|Number of |
|Issuance of new shares||2013||580,000*||3,480,000|
|Share issuance in respect of payment to a consultant||2013||16,666*||100,000|
|Share issuance in respect of acquisition of subsidiaries||2015||175,926*||5,277,804|
|Share issuance for payment to consultant||2018||25,275||491,750|
|Share issuance for debts||2018||708,500||8,000,000|
* On post reverse split of 30 for 1
As of December 31, 2018, we had cash and cash equivalents of A$619,705 and trade receivables of A$1,086,161. Our trade receivable balance significantly decreased as compared to A$2,489,235 as of December 31, 2017, was attributable to the decrease in sales in 2018. We anticipate that our current cash and cash equivalents will be sufficient to fund our operations for the next 12 months based on our budget and forecasted revenue. However, our forecast of the period through which our financial resources will be adequate to support our operations is a forward-looking statement that involves risks and uncertainties, and actual results could vary materially. If we are unable to raise additional capital when required or on acceptable terms or not realize our anticipated operating and sales plans, we may have to significantly delay, scale back or discontinue our 3D developments or our operations.
The following table summarizes our cash flows for the periods presented:
|Fiscal Year Ended December 31,|
|Net cash inflows / (outflows) in operating activities||(6,858,433)||4,864,308||(1,209,052)|
|Net cash (outflows) / inflows in investing activities||(3,319,768)||(2,189,991)||(4,045,261)|
|Net cash outflows by financing activities||8,638,582||(1,579,552)||(444,707)|
|Net increase / (decrease) in cash and cash equivalents||(1,539,619)||1,094,765||(5,699,020)|
|Effect of exchange rate changes on cash and cash equivalents||89,252||(61,658)||(147,211)|
|Cash and cash equivalents at beginning of period||2,070,072||1,036,965||6,883,196|
|Cash and cash equivalents at end of period||619,705||2,070,072||1,036,965|
Net cash (outflows)/inflows in operating activities was A$(6,858,433), A$4,864,308 and A$(1,209,052) during the years ended December 31, 2018, 2017 and 2016, respectively. Net cash outflows in operating activities during the year ended December 31, 2018 was mainly to the decrease in revenue. Net cash inflows in operating activities significantly increased during the year ended December 31, 2017 were attributable to the receipts from customers on sale of software and technology solutions.
Net cash outflows in investing activities were A$(3,319,768), A$(2,189,991) and A$(4,045,261) during the years ended December 31, 2018, 2017 and 2016, respectively. Net cash outflows in investing activities during the years ended December 31, 2018, 2017 and 2016 was primarily attributable to the payments for acquisition of various patents and intangible assets, and development costs incurred for various on-going technology projects.
Net cash inflows/(outflows) in financing activities was A$8,638,582, A$(1,579,552) and (A$444,707) during the years ended December 31, 2018 and 2017, respectively.
Net cash inflows in financing activities during the years ended December 31, 2018 are attributable to the share issuance of subsidiaries and convertible bond issuance by a subsidiary. Net cash outflows in financing activities during the years ended December 31, 2017 and 2016 are attributable to the repayment of advances to related parties and bank borrowings.
We had cash and bank balance of A$619,705, A$2,070,072 and A$1,036,965 as at December 31, 2018, 2017 and 2016 respectively. Cash and bank balance as at December 31, 2018, 2017 and 2016 were consisted of A$1,514,215, A$2,860,014 and A$1,820,994 of cash and bank balances, and A$(894,510), A$(789,942) and A$(784,029) of bank overdraft, respectively.
|C.||Research and Development, Patents and Licenses|
For the 3 years ended December 31, 2018, we have employed 10, 10 and 8 staff, respectively, in the research and development of 3D autostereoscopic technology and we incur annual staffing costs of approximately A$716,000, A$764,000 and A$926,000 during the respective years. We also have company sponsored research with certain universities and research institutes as discussed in Item 4. Information of the Company under Research and Developments, which also includes a cooperation agreement with the Hong Kong Applied Science and Technology Institute (ASTRI) to establish the ASTRI-Marvel Digital Joint Research and Development Center, focusing on research and development of advanced technology in 3D imaging, as announced on June 20, 2016.
We are still a young company and it is not possible for us to predict with any degree of accuracy the outcome of our business in the future. Our operations is mainly dependent on further development and commercialization of our technologies.
|E.||Off-Balance Sheet Arrangements|
During fiscal years ended December 31, 2016, 2017 and 2018, we did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
|F.||Tabular Disclosure of Contractual Obligations|
As of December 31, 2018 our contractual obligations were as set forth below:
|Payments Due by Period|
|Total||Less than |
|1-3 years||3-5 years||More than 5 years|
|Operating Lease Obligations||1,333,260||585,988||747,272||-||-|
The Group had internal capital commitments for the investments in one PRC subsidiaries of approximately A$3,189,000.
|ITEM 6.||DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES|
|A.||Directors and Senior Management|
The following table sets forth our directors and senior management and the positions they held as of the date of this annual report on Form 20-F. All of our directors and senior management may be contacted at our registered office located at Level 7, 420 King William Street, Adelaide, SA 5000, Australia.
|Dr. Herbert Ying Chiu LEE (2)||Executive Chairman and Chief Executive Officer|
|Dr. Man-Chung CHAN (1) (3) (4)||Independent Non-Executive Director|
|Mr. Wuhua ZHANG (1) (2) (6)||Independent Non-Executive Director|
|Mr. Lawrence CHEN (1) (7)||Independent Non-Executive Director|
|Con UNERKOV (5)||Non-Executive Director|
|Cecil HO (10)||Chief Financial Officer and Joint Company Secretary|
|Dr. Chang Yuen CHAN (1) (2) (8)||Independent Non-Executive Director|
|Mr. Wilton Timothy Carr INGRAM (3)||Independent Non-Executive Director|
|George YATZIS (9)||Company Secretary|
|William King To NG||R&D Project Director|
|Lu Xia||Corporate Services Executive|
|(1)||Member of the Audit Committee|
|(2)||Member of the Nomination and Remuneration Committee|
|(3)||Mr. Wilton Timothy Carr INGRAM was the Chairman of Audit Committee for the year until his resignation as a director and Chairman of the Audit Committee on December 31, 2018. On the same date, Dr. Man-Chung CHAN was appointed as the Chairman of the Audit Committee|
|(4)||Chairman of the Nomination and Remuneration Committee|
|(5)||Mr. Con Unerkov resigned as a non-executive director on May 30, 2018 and was appointed as CEO in April 2019|
|(6)||Mr. Wuhua Zhang was appointed as a director on August 13, 2018|
|(7)||Mr. Lawrence Chen was appointed as a director on December 1, 2018|
|(8)||Dr. Chang Yuen Chan resigned as an Independent Non-Executive Director on February 11, 2019. He also resigned as a member of the Audit Committee and Nomination and Remuneration Committee on the same date|
|(9)||Mr. George Yatzis resigned as the Company Secretary on March 13, 2019, Mr. Yatzis was also the interim CFO for the period from October 10, 2018 to March 13, 2019|
|(10)||Mr. Cecil Ho was appointed as the Chief Financial Officer and joint Company Secretary on March 15, 2019|
Dr. Herbert Ying Chiu LEE ("Dr. Lee"), aged 66, is a seasoned businessman with significant experience in the Hong Kong and Chinese digital advertising market sector and technology development. Over the past 17 years, Dr. Lee has extensive working experience in technology management and 3D autostereoscopy. During these years, he has also invested in many technology startups and incubated them into successful companies.
Dr. Lee received his Bachelor of Applied Science in civil engineering in 1977 from the University of British Columbia, B.C., Canada. He obtained his training in structural design in Hong Kong after his graduation. In 1982, he became a member of the Institute of Structural Engineers (MIStructE.) and subsequently he obtained his Chartered Engineer title from the Engineering Council of the United Kingdom. In 2004, Dr. Lee finished his Master of Technology Management degree at the Hong Kong University of Science and Technology. His major study is technology management. After that, he joined Hong Kong Polytechnic University as an engineering doctoral student conducting research in knowledge management discipline. His major research is organizing information through his newly developed semantic search engine. In 2011, Dr. Lee had been conferred the degree of Doctor of Engineering. In 2014, he was appointed as professor for City College of Vocational Technology in Wuxi, China. In the same year, Dr. Lee was elected by the Council of the Association to be the Senior Fellowship of Asia College of Knowledge Management.
Dr. Lee was awarded the Scientific and Technological Innovation Awards by China Radio & TV Equipment Association (CRTA) for outstanding individuals in 2013 and 2016. In 2015, he was awarded Asian Social Caring Leadership Award by Social Enterprise Research Institution. In the same year, Enterprise Asia conferred the Asia Pacific Entrepreneurship Award to Dr. Lee for his outstanding and exemplary achievement in entrepreneurship.
Dr. Lee has extensive business experience, academic background and business network including through his work in the community to lead the Group to new height in the coming future.
Dr. Man-Chung CHAN ("Dr. MC Chan"), aged 60, graduated from the Chinese University of Hong Kong in 1980 in Philosophy and Government & Public Administration. He received his PhD in Computer Science from La Trobe University in Australia. From 1988 till 1994, he taught Computer Science at University of New South Wales. From 1994, he has worked with the Computing Department of the Hong Kong Polytechnic University. Dr. MC Chan was a computational logician and lately he worked in the broad field of knowledge management, artificial intelligence and intellectual property of computing. He founded the Institute of Systems Management in 2003. He has extensive working relationship with municipal government of Jiangsu, Hubei and Henan provinces in China.
Mr. Wuhua ZHANG ("Mr. Zhang"), aged 44, is a businessman with significant experience in the electronics industry with a specialty in the semiconductors product field. Mr. Zhang holds a Masters of Technology Management and a Bachelor of Applied Science in Electronic Engineering. Mr. Zhang has extensive experience in product and engineering management, product marketing and sales which was attained during his career as an Account Executive at ST Microelectronics (Shenzhen) Company and as a Key Account Manager at Philips Semiconductors. Mr. Zhang's primary responsibilities in those roles was to drive distribution sales for semiconductor products in China and discover any key new opportunities.
Mr. Lawrence CHEN ("Mr. Chen"), aged 59, has 10+ years experience in business management, and technology transfer. Mr. Chen migrated to Australia in the late 1980 where he furthered his study in Western Sydney University, and he then went back to China in 2007 and started his career in technology transfer. He was appointed as deputy director in a system management institute in Jiangyin China in 2008 and was working on setting up different technology projects. Notable projects included involving animation and software enhancement of motion movies. With his extensive experiences and professional knowledge, he is now working in Australia as Deputy General Manager for Asia Pacific Resource Enterprises Corporation since 2017.
Mr. Con UNERKOV ("Mr. Unerkov"), aged 50, is an Australian based businessman and former Director and CEO of the Company, re-joins the Company with more than 25 years of local and international senior executive experience. Throughout his career, Mr. Unerkov has worked as an executive and chief executive officer for a number of companies both in the private and public sectors. He has significant experience in the financial markets with a focus on structuring, M&A and corporate financing for both private and public companies, simultaneously providing parallel guidance for companies to gain market recognition, shareholder value and liquidity. Mr. Unerkov resigned as a director on May 30, 2018 and he re-joined the Company as the CEO in April 2019.
Mr. Cecil HO ('Mr. Ho"), aged 58, brings to IMTE nearly 30 years of financial management experience in both public and private companies. He most recently served as the CFO for Asia Times Holdings Limited, an online news publication in Hong Kong. Prior to that, Mr. Ho held various senior finance positions in public companies listed on the Hong Kong Stock Exchange. In his roles, Mr. Ho excelled in strategy execution, shareholder value creation and risk management. Mr. Ho is a member of the Hong Kong Institute of Certified Public Accountant and a Chartered Professional Accountant (CA). Mr. Ho holds a Bachelor of Commerce degree from the University of British Columbia in Canada.
Mr. Wilton Timothy Carr INGRAM (Mr. Ingram), aged 72, has operated his own Company since 1975 engaged in various fields, including corporate advice and marketing in Australia and Hong Kong. In 1998, Mr. Ingram established, with Australian partners, a venture capital business, Momentum Ventures Funds Limited in Melbourne Australia. The fund invests in companies such as Engenic Pty Ltd (Bio Technology business), CRX Pty Ltd (Communication technology business), Bentic Limited (Deep Water Drilling Company in the US and world-wide), and Paniva Pty Ltd (Corporate Education Business world-wide). Since 1990, Mr. Ingram has invested and developed resorts in the Philippines such as the Friday's Boracay and Oasis Hotel, as well as commercial buildings in Makati, Manila in partnership with First Pacific Group which is listed in Hong Kong. Mr. Ingram resigned as director and chairman of the audit committee on December 31, 2018.
Dr. Chang Yuen CHAN ("Dr. CY Chan"), aged 53, graduated from the University of Hong Kong with a PhD in computer simulation and holds a LLB from the Manchester Metropolitan University. Dr. CY Chan is employed as a project manager at the Partner State Key Laboratory in ultra-precision machining technology working as one of the key project investigators. His main research interests are in light-field imaging, bionic vision, nano-machining mechanics, adaptive control and compensation, and the design of lubricating components for ultra-precision machining. Dr. CY Chan also has expertise in the areas of optical design and computer simulation and is also proficient in software development. He joins the Board as an advisor in the areas of technology evaluation and strategic decision making. Dr. CY Chan resigned from the Board on February 11, 2019.
Mr. George YATZIS ("Mr. Yatzis"), aged 42, has served as our Company Secretary since November 9, 2015 until his resignation on March 13, 2019. Mr. Yatzis was also the interim CFO for the period from October 10, 2018 to March 13, 2019. Mr. Yatzis has worked and held Company Secretary roles in a number of Public Companies listed on the Australian Securities Exchange ("ASX"). He is currently a partner at global accounting firm BDO, working in the Adelaide office. Mr. Yatzis supports the board of directors in respect to all administrative and compliance matters relating to the Australian Securities Exchange. Mr. Yatzis has a Bachelor of Commerce from the University of Adelaide. He is also a member of Chartered Accountants Australia and New Zealand ("CAANZ").
Dr. William King To NG ("Dr. Ng"), aged 47, has served as our R&D Project Director since April 2013. He has more than ten years of experience in the 3D photography, auto-stereoscopic display and 3D TVs. Starting in 2003, Dr. Ng was a postdoctoral fellow of the Department of Electrical and Electronic Engineering, The University of Hong Kong. His research interests include visual communication, image-based rendering, and video transmission. He has published more than 30 papers in international journals and conferences. Dr. Ng has a Doctor of Philosophy degree and a Master of Philosophy degree in the Electrical and Electronic Engineering from The University of Hong Kong, and a Bachelor of Engineering degree in Computer Engineering from the City University of Hong Kong. He is also a member of the Institute of Electrical and Electronics Engineers (MIEEE).
Ms. Lu XIA ("Ms. Xia"), aged 33, is our corporate services executive. Ms. Xia most recently was the executive in charge of our audio production division. Ms. Xia has worked for the Group since 2013 initially in the display division and then in business development. Ms. Xia has over 6 years of experience working in the audio and display industry, corporate affairs and general consulting. Ms. Xia has a Master of Science degree from Northeastern University and a Bachelor Degree of Arts from Shenzhen University in China.
There are no orders, judgments, or decrees of any governmental agency or administrator, or of any court of competent jurisdiction, revoking or suspending for cause any license, permit or other authority to engage in the securities business or in the sale of a particular security or temporarily or permanently restraining any of our officers or directors from engaging in or continuing any conduct, practice or employment in connection with the purchase or sale of securities, or convicting such person of any felony or misdemeanor involving a security, or any aspect of the securities business or of theft or of any felony. Nor are any of the officers or directors of any corporation or entity affiliated with us so enjoined.
There are no family relationships among any of our officers and directors.
Remuneration of all executive and non-executive directors and officers is determined by the Nomination and Remuneration Committee.
We are committed to remunerating senior executives and executive directors in a manner that is market-competitive and consistent with "Best Practice" including the interests of shareholders. Remuneration packages are based on fixed and variable components, determined by the executives' position, experience and performance, and may be satisfied via cash or equity.
Non-executive directors are remunerated out of the aggregate amount approved by shareholders and at a level that is consistent with industry standards. Non-executive directors do not receive performance based bonuses and prior shareholder approval is required to participate in any issue of equity. No retirement benefits are payable other than statutory superannuation, if applicable.
Our remuneration policy is based on our financial performance and on success of our development and commercializing of our technologies into products or solutions.
We envisage our performance, in terms of earnings, will indicate the success of our research and development. Shareholder wealth reflects this speculative and volatile market sector for technology companies.
The purpose of a performance bonus is to reward individual performance in line with our objectives. Consequently, performance based remuneration is paid to an individual where the individual's performance clearly contributes to a successful outcome. This is regularly measured in respect of performance against key performance indicators.
We use a variety of key performance indicators to determine achievement, depending on the role of the executive being assessed. These include:
|•||Successful in achieving sales targets,|
|•||Successful contract negotiations,|
|•||Achievement of research project milestones within scheduled time and/or budget, and|
|•||Our share price reaching a targeted level on the ASX/NASDAQ over a period of time.|
The following table sets forth all of the compensation awarded to, earned by or paid to each individual who served as directors in fiscal 2018.
|Short-term Benefits||Post Employment||Share-based||Total|
|Dr. Herbert Ying Chiu Lee||-||N/A||N/A||N/A||N/A||N/A||-|
|Dr. Man-Chung Chan||12,000||N/A||N/A||N/A||N/A||N/A||12,000|
|Dr. Chang Yuen Chan (5)||12,000||N/A||N/A||N/A||N/A||N/A||12,000|
|Wuhua Zhang (1)||6,871||N/A||N/A||N/A||N/A||N/A||6,871|
|Lawrence Chen (2)||1,500||N/A||N/A||N/A||N/A||N/A||1,500|
|Wilton Timothy Carr Ingram (3)||30,000||N/A||N/A||N/A||N/A||N/A||30,000|
|Con Unerkov (4)||5,000||N/A||N/A||N/A||N/A||N/A||5,000|
|(1)||Mr. Wuhua Zhang was appointed as a director on August 13, 2018.|
|(2)||Mr. Lawrence Chen was appointed as a director on December 1, 2018.|
|(3)||Mr. Wilton Timothy Carr INGRAM resigned as a director on December 31, 2018.|
|(4)||Mr. Con Unerkov resigned as a non-executive director on May 30, 2018.|
|(5)||Dr. Chang Yuen Chan resigned as a director on February 11, 2019.|
All the directors have formal letters of appointment in place that have been executed which outline their roles and responsibilities. The agreements with the Company have no fixed term and the directors' position can be terminated with cause without notice, and subject to the Company's Constitution. The letters of appointment executed do not provide for any termination payment to directors in the event of being terminated or removed from their positions. Our director, Dr. Herbert Ying Chiu Lee has employment agreement with the Group. The employment can be terminated immediately for serious misconduct, and for all other cases, a 3-6 months' notice period. Please refer to the executive compensation table for details on director individual remuneration.
Employee Share Option Plan
The Company currently does not have an Employee Share Option Plan.
Pension and Retirement Benefits
There was no amount set aside or accrued by the Group to provide pension, retirement or similar benefits as at December 31, 2018 as these amounts were expensed and paid as of this date.
Our Board of Directors is elected by and accountable to our shareholders. It currently consists of five directors, the executive Chairman and four non-executive directors. The Chairman of our Board of Directors is responsible for the management of the Board of Directors and its functions.
Election of Directors
Directors are elected at our annual general meeting of shareholders. Under our Constitution, a director, other than a managing director, must not hold office for more than three years or beyond the third annual general meeting following his appointment (whichever is the longer period) without submitting himself for re-election. Our Board of Directors has the power to appoint any person to be a director, either to fill a vacancy or as an additional director (provided that the total number of directors does not exceed the maximum allowed by law), and any director so appointed may hold office only until the next annual general meeting when he or she shall be eligible for election.
ASX Corporate Governance Principles
Pursuant to an exception available to FPIs, we, as a Australian company, are not required to comply with the corporate governance practices followed by U.S. companies under NASDAQ listing standards. In Australia there are no defined corporate governance structures and practices that must be observed by a company listed on Nasdaq. The practices we follow in lieu of NASDAQ's corporate governance requirements is the ASX Best Practice Guide published by the ASX Corporate Governance Council. The Guide contains what are called the Recommendations which articulate eight core principles which are intended to provide a reference point for companies about their corporate governance structure and practices. It is not mandatory to follow the Recommendations. We believe that our established practices in the area of corporate governance are in line with the spirit of the NASDAQ standards and provide adequate protection to our shareholders. We believe that we are in material compliance with the ASX Corporate Governance Principles. Set forth below are material provisions of the ASX corporate Governance Principles together with the reasons, where applicable, for variation therefrom.
|1.||Lay solid foundations for management and oversight. Companies should establish and disclose the respective roles and responsibilities of board and management.|
|2.||Structure the Board to add value. Companies should have a board of an effective composition, size, and commitment to adequately discharge its responsibilities and duties. During the year ended December 31, 2017, we varied from the Recommendations in the following area:|
|a)||No formal performance evaluation of the Board was conducted for the year ended December 31, 2017 as the Board believes that we are not of a size, nor are our financial affairs of such complexity, to warrant such an exercise. The Board recognizes the importance of performance evaluations and will continually assess the necessity and timing of future performance evaluation.|
|3.||Act ethically and responsibly . Companies should actively promote ethical and responsible decision-making.|
|4.||Safeguard integrity in financial reporting. Companies should have a structure to independently verify and safeguard the integrity of their financial reporting.|
|5.||Make timely and balanced disclosure. Companies should promote timely and balanced disclosure of all material matters concerning the compliance.|
|6.||Respect the rights of security holders. Companies should respect the rights of shareholders and facilitate the effective exercise of those rights.|
|7.||Recognize and manage risk. Companies should establish a sound system of risk oversight and management and internal control.|
|8.||Remunerate fairly and responsibly. Companies should ensure that the level and composition of remuneration is sufficient and reasonable and that its relationship to performance is clear.|
Non-Executive and Independent Directors
Australian law does not require a company to appoint a certain number of independent directors to its board of directors or audit committee. However, under the ASX Corporate Governance Principles and Recommendations, that a listed company have a majority of independent directors on its board of directors and that the audit committee be comprised of independent directors. Our Board of Directors currently have four directors, of which three are non-executive directors within the meaning of the ASX Corporate Governance Principles and Recommendations, and our audit committee consists of such three non-executive directors. Accordingly, we currently comply with the Recommendations.
Under NASDAQ Marketplace Rules, in general a majority of our Board of Directors must qualify as independent directors within the meaning of the NASDAQ Marketplace Rules and our audit committee must have at least three members and be comprised only of independent directors, each of whom satisfies the respective "independence" requirements of NASDAQ and the U.S. Securities and Exchange Commission.
The Board of Directors does not have regularly scheduled meetings at which only independent directors are present. The Board of Directors does meet regularly and independent directors are expected to attend all such meetings. Our practices are consistent with the Recommendations, in that the Recommendations do not provide that independent directors should meet separately from the Board of Directors.
Our Board of Directors has determined that each of Dr. Man-Chung Chan, Wuhua Zhang and Lawrence Chan qualifies as an independent director under the requirements of the NASDAQ Marketplace Rules and U.S. Securities and Exchange Commission.
Committees of the Board of Directors
Audit Committee . NASDAQ Marketplace Rules require us to establish an audit committee comprised of at least three members, each of whom is financially literate and satisfies the respective "independence" requirements of the U.S. Securities and Exchange Commission and NASDAQ and one of whom has accounting or related financial management expertise at senior levels within a company.
Our Audit Committee assists our Board of Directors in overseeing the accounting and financial reporting processes of our company and audits of our financial statements, including the integrity of our financial statements, compliance with legal and regulatory requirements, our independent public accountants' qualifications and independence, and independent public accountants, and such other duties as may be directed by our Board of Directors. The Audit Committee is also required to assess risk management.
Our Audit Committee currently consists of three board members, each of whom satisfies the "independence" requirements of the U.S. Securities and Exchange Commission, NASDAQ Marketplace Rules and ASX Rules. Our Audit Committee is currently composed of Dr. Man-Chung Chan, Wuhua Zhang and Lawrence Chan. Dr. Man-Chung Chan is the chairman of the audit committee. The audit committee meets at least two times per year.
Nomination and Remuneration Committee. Our Board of Directors has established a Nomination and Remuneration Committee, which is comprised by majority of independent directors, within the meaning of NASDAQ Marketplace Rules. The Nomination and Remuneration Committee is responsible for reviewing the salary, incentives and other benefits of our directors, senior executive officers and employees, and to make recommendations on such matters for approval by our Board of Directors. The Nomination and Remuneration Committee is also responsible for overseeing and advising our Board of Directors about the adoption of policies that govern our compensation programs. Dr. Herbert Ying Chiu Lee, Dr. Man-Chung Chan and Wuhua Zhang are the current members of the Nomination and Remuneration Committee, Dr. Man-Chung Chan and Wuhua Zhang each qualifies as an "independent director" within the meaning of NASDAQ Marketplace Rules. Dr. Man-Chung Chan is the chairman of this committee.
Corporate Governance Requirements Arising from Our U.S. Listing - the Sarbanes-Oxley Act of 2002, SEC Rules and the Nasdaq Capital Market Marketplace Rules
Our shares will be quoted on the Nasdaq Capital Market. The Sarbanes-Oxley Act of 2002, as well as related new rules subsequently implemented by the SEC, require companies which are considered to be foreign private issuers in the U.S, such as us, to comply with various corporate governance practices. In addition, Nasdaq has made certain changes to its corporate governance requirements for companies that are listed on the Nasdaq Capital Market. These changes allow us to follow Australian "home country" corporate governance practices in lieu of the otherwise applicable Nasdaq corporate governance standards, as long as we disclose each requirement of Rule 5600 that we do not follow and describe the home country practice we follow in lieu of the relevant Nasdaq corporate governance standards. We intend to take all actions necessary to maintain compliance with applicable corporate governance requirements of the Sarbanes-Oxley Act of 2002, rules adopted by the SEC and listing standards of Nasdaq. We follow Australian corporate governance practices in lieu of the corporate governance requirements of the Nasdaq Marketplace Rules in respect of:
|•||Nasdaq requirement under Rule 5620(c) that a quorum consist of holders of 33 1/3% of the outstanding ordinary shares - In Australia, we do not have an express requirement that each listed company have a quorum of any particular number of the outstanding ordinary shares, but instead allow a listed issuer to establish its own quorum requirements. Our quorum is currently two persons who are entitled to vote. We believe this quorum requirement is consistent with the requirements in Australia and is appropriate and typical of generally accepted business practices in Australia.|
|•||The Nasdaq requirements under Rules 5605(b)(1) and (2) relating to director independence, including the requirements that a majority of the board of directors must be comprised of independent directors and that independent directors must have regularly scheduled meetings at which only independent directors are present -The Nasdaq and ASX definitions of what constitute an independent director are not identical and the requirements relating to the roles and obligations of independent directors are not identical. In Australia, unlike Nasdaq, permits an issuer to establish its own materiality threshold for determining whether a transaction between a director and an issuer affects the director's status as independent and it does not require that a majority of the issuer's board of directors be independent, as long as the issuer publicly discloses this fact. In addition, in Australia, it is not required that the independent directors have regularly scheduled meeting at which only independent directors are present. We believe that our Board composition is consistent with the requirements in Australia and that it is appropriate and typical of generally accepted business practices in Australia.|
|•||The Nasdaq requirements under Rule 5605(c)(1) and (2) relating to the composition of the audit committee and the audit committee charter - The Nasdaq and Australia's Recommendations on audit committee requirements are not identical. Moreover, differences in the requirements of Nasdaq and Australia's Recommendation also arise because of the differences in the definitions of who constitutes an independent director, as discussed above. We have an audit committee and audit committee charter that are consistent with the requirements of the Australia Recommendation and which we believe are appropriate and typical of generally accepted business practices in Australia.|
|•||The Nasdaq requirements under Rules 5605(d) that compensation of an issuer's officers must be determined, or recommended to the Board for determination, either by a majority of the independent directors, or a compensation committee comprised solely of independent directors, and that director nominees must either be selected, or recommended for the Board's selection, either by a majority of the independent directors, or a nomination committee comprised solely of independent directors. The Nasdaq compensation committee requirements are not identical to the Australia's remuneration and nomination committee requirements. We have established a remuneration committee consisting of a majority of independent directors and an independent chairperson, or publicly disclose that it has not done so. We have a Nomination and Remuneration Committee that is consistent with the requirements in Australia and which we believe is appropriate and typical of generally accepted business practices in Australia.|
Directors' Service Contracts
For details of directors' service contracts providing for benefits upon termination of employment, see "Item 6. Directors, Senior Management and Employees - B. Compensation - Service Agreements."
Indemnification of Directors and Officers
Our Constitution provides that, we may indemnify a person who is, or has been, an officer of our company, to the full extent permissible by law, out of our property against any liability incurred by such person as an officer in defending proceedings, whether civil or criminal, and whatever their outcome.
In addition, our Constitution provides that to the extent permitted by law, we may pay, or agree to pay, a premium in respect of a contract insuring a person who is or has been an officer of our company or one of our subsidiaries against any liability:
|•||incurred by the person in his or her capacity as an officer of our company or a subsidiary of our company, and|
|•||for costs and expenses incurred by that person in defending proceedings relating to that person acting as an officer of IMTE, whether civil or criminal, and whatever their outcome.|
We maintain a directors' and officers' liability insurance policy. We have established a policy for the indemnification of our directors and officers against certain liabilities incurred as a director or officer, including costs and expenses associated in successfully defending legal proceedings.
As of December 31, 2016, we had 74 employees. Of such employees, 3 were employed in administration and management located in the Australia, 12 employees in finance, administration and management located in the Hong Kong and 29 employees in operations located in Hong Kong, 8 employees in finance, administration and management located in the China and 22 employees in operations located in China.
As of December 31, 2017, we had 53 employees. Of such employees, 3 were employed in administration and management located in the Australia, 11 employees in finance, administration and management located in the Hong Kong and 23 employees in operations located in Hong Kong, 7 employees in finance, administration and management located in the China and 9 employees in operations located in China.
As of December 31, 2018, we had 74 employees. Of such employees, 2 were employed in administration located in the Australia, 19 employees in finance, administration and management located in the Hong Kong and 27 employees in operations located in Hong Kong, 8 employees in finance, administration and management located in the China and 18 employees in operations located in China.
Each of our full-time employees enters into an employment agreement. We also engage part-time employees from time to time. We may only terminate the employment of any of our employees in accordance with the relevant employee's contract of employment.
Our standard contract of employment for full time and part-time employees provides that we can terminate the employment of an employee without notice for serious misconduct or with between one to three months' notice without cause (as set out in the relevant employee's contract of employment). We can terminate the employment of a casual employee without notice. For a summary of the key terms of employment of each of our senior management, see "Item 6. Directors, Senior Management and Employees - B. Compensation - Service Agreements."
Beneficial Ownership of Senior Management and Directors
The beneficial ownership of senior management and directors are set out in Item 7 (A).
|ITEM 7.||MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS|
The following table sets forth information regarding shares of our common stock beneficially owned as of December 31, 2018 by: (i) each of our directors; (ii) all the directors as a group; and (iii) each person known by us to beneficially own five percent or more of the outstanding shares of our common stock, on a post-reverse split basis.
|Name/Address (1)||Common |
Options Exercisable Within
Purchase Warrants/ Convertible
|Total Stock |
Based Holdings (1)