Group 1 - Proactive provides fast, accessible, informative, and actionable business and finance news content to a global investment audience [1] - The news team covers various sectors including biotech, pharma, mining, natural resources, battery metals, oil and gas, crypto, and emerging digital and EV technologies [2] - Proactive has a strong presence in key finance and investing hubs with bureaus and studios located in major cities such as London, New York, Toronto, Vancouver, Sydney, and Perth [3] Group 2 - The company specializes in medium and small-cap markets while also keeping the community informed about blue-chip companies, commodities, and broader investment stories [4] - Proactive employs technology to enhance workflows and has a history of being a forward-looking technology adopter [5] - All content published by Proactive is edited and authored by humans, despite the occasional use of automation and software tools, including generative AI [6]

Core Insights - Guardforce AI is expanding its service offerings and enhancing client relationships, showcasing its competitiveness in the security and AI sectors [1][6] - Beijing Wanjia has significantly increased its business footprint, now managing over 120,000 video security channels and serving nearly 20,000 retail stores across the Asia Pacific region [3][8] Business Expansion - Beijing Wanjia has added security alarm system services for a flagship health and beauty brand, increasing its total security alarm system operations to over 12,000 stores, marking a 50% increase from the end of 2023 [3] - The company has also secured a contract with a well-known international coffeehouse chain, extending security services to all its stores and planning installations for nearly 1,000 additional stores over the next two years [9] Service Offerings - The company is broadening its offerings to include customized smart retail solutions, leveraging AI and data analysis to improve operational efficiency and loss prevention for retail clients [4][5] - Beijing Wanjia's smart retail analysis mode utilizes customer flow, demographics, and transaction data to enhance store security and customer service [4][5] Company Background - Established in 1996, Beijing Wanjia specializes in retail-focused security solutions, including CCTV and security alarm operations, and is advancing its capabilities with AI and data analysis [5] - Guardforce AI, founded in 1982, has transitioned towards becoming a total AI solution provider while maintaining a strong presence in the Asia Pacific region and expanding into the U.S. market [6]

Core Insights - Guardforce AI's subsidiary, Beijing Wanjia Security System Limited, has significantly expanded its contracts with two long-term retail clients, enhancing its service offerings and business footprint across nearly 20,000 retail stores in the Asia Pacific region [2][8]. Group 1: Company Overview - Beijing Wanjia Security System Limited, established in 1996, focuses on retail solutions, including smart retail solutions, CCTV, and security alarm operations [1]. - The company has integrated advanced technology in data cleaning and model building to improve retail operational efficiency and loss prevention systems [1]. - Currently, Beijing Wanjia operates in over 600 cities in China, serving a diverse client base [1]. Group 2: Business Expansion - The first client, a health and beauty brand, has added security alarm services for approximately 3,900 stores, increasing Beijing Wanjia's total security alarm operations to over 12,000 stores, marking a 50% increase from the end of 2023 [12]. - The second client, an international coffeehouse chain, has extended security alarm services to all its stores for two years and plans to install systems in nearly 1,000 stores nationwide [7][12]. - Beijing Wanjia currently manages over 120,000 video security channels across China, showcasing its capabilities in software development and operations [8]. Group 3: Technological Advancements - The company is enhancing its smart retail solutions by implementing AI and advanced data analysis, which significantly improves loss prevention efforts by analyzing customer flow, demographics, and behavior [3][8]. - Guardforce AI aims to further integrate robotics and AI into its retail offerings, aligning with its continuous development strategy [8].

Group 1 - Proactive provides fast, accessible, informative, and actionable business and finance news content to a global investment audience [1] - The company specializes in medium and small-cap markets while also covering blue-chip companies, commodities, and broader investment stories [2] - Proactive's news team operates from key finance and investing hubs, including London, New York, Toronto, Vancouver, Sydney, and Perth [5] Group 2 - The team delivers news and insights across various sectors, including biotech and pharma, mining and natural resources, battery metals, oil and gas, crypto, and emerging digital and EV technologies [6] - Proactive adopts technology and automation, including generative AI, while ensuring all content is edited and authored by humans [7][8]

Core Insights - Guardforce AI has secured a 5-year contract to operate the Consolidated Cash Center in Chiangmai for the Bank of Thailand, starting at the end of 2024, which enhances its operational footprint in the region [1][3] - The company aims to upgrade its facilities without additional investments, validating its service standards and expanding its ability to serve retail customers more effectively [3] - With the addition of the Chiangmai CCC, Guardforce AI will manage five CCCs, accounting for 50% of the Bank of Thailand's CCCs, covering 44 out of 77 provinces and approximately 1,900 ATMs [5] Company Overview - Guardforce AI is an integrated solution provider focusing on security solutions since 1982 and AI & robotic solutions since 2020, with a strong presence in the Asia Pacific region and expansion into the U.S. [6] - The company has a long-term customer base and robust sales channels, positioning itself as a total AI solution provider [6] Retail Expansion - As of May 2024, Guardforce AI serves approximately 7,000 retail locations in Thailand, with growth driven by increasing tourism and new retail store openings [8]

Core Insights - Guardforce AI has secured a 5-year contract to operate the Consolidated Cash Center in Chiangmai for the Bank of Thailand, starting at the end of 2024, which will enhance its position in the market [1][2] - With this new contract, Guardforce AI's subsidiary, GFCS, will manage a total of five CCCs, representing 50% of the Bank of Thailand's CCCs, covering 44 out of 77 provinces and approximately 1,900 ATMs [2] - The company aims to expand its retail base in Thailand, currently serving around 7,000 retail locations, with growth driven by increasing tourism and new retail openings [3] Company Overview - Guardforce AI Co., Limited is an integrated security and AI solutions provider, with a history in security solutions since 1982 and AI & robotic solutions since 2020 [4] - The company has a strong customer base and sales channels, positioning itself as a total AI solution provider while expanding its global presence, particularly in the U.S. [4]

Group 1 - Proactive provides fast, accessible, informative, and actionable business and finance news content to a global investment audience [2][3] - The news team covers a wide range of sectors including biotech, pharma, mining, natural resources, battery metals, oil and gas, crypto, and emerging technologies [3] - Proactive has a presence in key finance and investing hubs with bureaus and studios located in London, New York, Toronto, Vancouver, Sydney, and Perth [2] Group 2 - The company emphasizes the use of technology to enhance workflows and improve content delivery [4] - Proactive employs automation and software tools, including generative AI, while ensuring all content is edited and authored by humans [5]

Core Insights - Guardforce AI Co., Limited is launching the "LinguaBot" solution in Thailand through a partnership with iApp Technology Co., Ltd, focusing on enhancing chatbot capabilities for concierge services in the travel sector [1][2] - The product launch event will take place on May 17, 2024, in Bangkok, where additional AI robotic solutions, Barism and Wish Note, will also be showcased [1][4] Company Overview - Guardforce AI has been providing integrated security solutions since 1982 and has expanded into AI and robotic solutions since 2020, aiming to become a total AI solution provider [5] - The company has a strong presence in the Asia Pacific region and is also expanding its operations globally, particularly in the U.S. [5] Partnership Details - The collaboration with iApp Technology aims to leverage both companies' expertise in AI and customer requirements to develop tailored solutions for the Thai market [2][4] - iApp specializes in AI services, including facial recognition and chatbots, and is focused on providing cutting-edge AI solutions for a diverse range of clients [6] Product Features - LinguaBot is designed to provide intelligent functionalities and seamless interactions for concierge services, particularly in the travel sector [2] - Barism is tailored for bars and pubs, offering digitized booking, ticketing, and payment functions, enhancing customer engagement and business operations [2] - Wish Note is aimed at event planning, catering to the needs of wedding planners and event organizers [3]

[Executive Summary & Business Highlights](index=1&type=section&id=Executive%20Summary%20%26%20Business%20Highlights) Guardforce AI achieved record revenue and gross profit in 2023, expanded its AI solutions and market reach, and plans accelerated robotic/AI transformation for 2024 [2023 Performance Overview](index=1&type=section&id=2023%20Performance%20Overview) Guardforce AI achieved record revenue of **$36.3 million** in 2023, with **43% gross profit growth** and a **61.5% reduction in adjusted net loss** - Achieved record annual revenue of **$36.3 million** for the year ended December 31, 2023[1](index=1&type=chunk)[2](index=2&type=chunk) - Gross profit increased **43%** over the prior year, reaching **$5.4 million**[2](index=2&type=chunk)[6](index=6&type=chunk) - Gross profit margin increased from **11.1%** in 2022 to **14.9%** in 2023[6](index=6&type=chunk) - Adjusted net loss narrowed by **61.5%** year-over-year[6](index=6&type=chunk) - Net loss for 2023 was **$29.6 million**, compared to **$18.6 million** for 2022, primarily due to a non-cash impairment impact from obsolete inventory and assets during the business transition to Robots with AI solutions[6](index=6&type=chunk) [Key Business Milestones (2023)](index=1&type=section&id=2023%20Key%20Milestones) Guardforce AI expanded retail clientele, diversified RaaS solutions with AI, formed strategic partnerships, strengthened Asia Pacific presence, and improved its balance sheet - Expanded clientele within retail and chain stores, with approximately half of the Company's top 15 client base now consisting of retail and chain stores[3](index=3&type=chunk) - Extended four important cash management contracts in Thailand, two of which were with large retail clients[3](index=3&type=chunk) - Diversified its Robot-as-a-Service (RaaS) solution by enhancing the Guardforce AI Intelligent Cloud Platform (GFAI ICP), incorporating Google Cloud's language service capabilities, and developing three types of AI solutions: AI Assistant, AI Security Agent, and AI Advertising solutions[5](index=5&type=chunk) - Formed strategic partnerships with iApp Technology Co., Limited, VRCN Limited, Concorde Security Pte, and China International Travel Service Shenzhen Co., Ltd (Nice Tour) to advance AI capabilities and market reach, particularly in the hospitality industry[5](index=5&type=chunk) - Strengthened its presence in the Asia Pacific region, including mainland China, through the acquisition of key assets from Shenzhen Kewei Robot Technology Company Ltd in February 2023[5](index=5&type=chunk) - Strengthened its balance sheet by converting **$15.9 million** of debt and interest into ordinary shares and raised approximately **$23.0 million** gross proceeds from two public offerings[5](index=5&type=chunk) - Ended the year in a strong financial position with approximately **$22.0 million** in cash and cash equivalents (including restricted cash)[5](index=5&type=chunk)[6](index=6&type=chunk) [Strategic Outlook (2024)](index=2&type=section&id=2024%20Strategic%20Outlook) Guardforce AI plans to accelerate robotic/AI transformation, introduce diverse AI solutions for retail and tourism, expand GDM business, and manage expenses - Primary focus in 2024 will be to accelerate robotic/AI transformation, leveraging the extensive customer base in the traditional security sector and investing in R&D[4](index=4&type=chunk) - Plan to introduce a diverse range of AI solutions, with a particular emphasis on AI solutions tailored for the retail and tourism industries, to optimize sales and marketing operations and increase revenues[4](index=4&type=chunk) - Foresee significant growth opportunities in the Thailand retail sector for security logistics, driven by an anticipated surge in Chinese tourists[4](index=4&type=chunk) - Further develop the high-margin GDM business and aim to expand its reach to additional chain retailers and public transportation authorities[4](index=4&type=chunk) - Continue to carefully manage expenses and implement cost reduction strategies, such as process streamlining and resource allocation optimization[4](index=4&type=chunk) [Financial Performance](index=3&type=section&id=Financial%20Performance) Guardforce AI reported increased revenue and gross profit in 2023, with a higher IFRS net loss due to impairment, but improved cash flow and strengthened its balance sheet [Financial Overview (Summary)](index=3&type=section&id=Financial%20Overview) Guardforce AI reported **$36.3 million** revenue, **43% gross profit growth**, and a **61.5% reduction in adjusted net loss**, despite a higher IFRS net loss due to impairment Financial Highlights | Metric | 2023 (USD) | 2022 (USD) | Change (YoY) | | :-------------------------------- | :----------- | :----------- | :----------- | | Revenue | $36.3 million | $34.0 million | +6.8% | | Gross Profit | $5.4 million | $3.8 million | +43% | | Gross Profit Margin | 14.9% | 11.1% | +3.8 pp | | Adjusted Net Loss (narrowed by) | - | - | 61.5% | | Net Loss | $(29.6) million | $(18.6) million | -59.1% | | Net Loss Per Share | $(4.53) | $(14.97) | +69.7% | | Cash & Cash Equivalents (incl. restricted cash) | $22.0 million | $8.2 million | +168.3% | [Consolidated Statements of Profit and Loss](index=4&type=section&id=Consolidated%20Statements%20of%20Profit%20and%20Loss) Revenue increased to **$36.28 million** in 2023, but operating loss widened to **$(29.30) million** due to significant impairment losses during business transition Consolidated Statements of Profit and Loss | Metric | 2023 (USD) | 2022 (USD) | 2021 (USD) | | :------------------------------------------------- | :----------- | :----------- | :----------- | | Revenue | $36,280,502 | $33,965,648 | $34,668,872 | | Cost of sales | $(30,889,226) | $(30,196,382) | $(31,056,994) | | Gross profit | $5,391,276 | $3,769,266 | $3,611,878 | | Operating loss | $(29,302,778) | $(16,826,239) | $(3,752,450) | | Net loss for the year from continuing operations | $(29,623,520) | $(18,603,626) | $(5,531,354) | | Net loss attributable to equity holders of the Company | $(29,571,661) | $(18,564,794) | $(5,481,927) | | Basic and diluted loss per share | $(4.53) | $(14.97) | $(11.90) | [Consolidated Balance Sheets](index=5&type=section&id=Consolidated%20Balance%20Sheets) Total assets decreased to **$45.81 million** by year-end 2023, while total liabilities significantly reduced to **$20.66 million**, leading to a **31.5% increase in total equity** Consolidated Balance Sheets | Metric | As of Dec 31, 2023 (USD) | As of Dec 31, 2022 (USD) | Change (YoY) | | :-------------------------------- | :----------------------- | :----------------------- | :----------- | | Total Assets | $45,814,948 | $61,166,974 | -25.1% | | Total Liabilities | $20,662,173 | $42,034,672 | -50.8% | | Total Equity | $25,152,775 | $19,132,302 | +31.5% | | Cash and cash equivalents | $20,235,227 | $6,930,639 | +192.0% | | Inventories | $506,403 | $5,105,770 | -90.1% | | Goodwill | $411,862 | $2,679,445 | -84.6% | [Consolidated Statements of Cash Flows](index=7&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operating activities significantly improved to **$(1.19) million**, resulting in a **$13.81 million** net increase in cash and equivalents, ending 2023 with **$21.97 million** Consolidated Statements of Cash Flows | Cash Flow Activity | 2023 (USD) | 2022 (USD) | 2021 (USD) | | :---------------------------------------- | :----------- | :----------- | :----------- | | Net cash (used in) generated from operating activities | $(1,191,701) | $(19,190,237) | $979,164 | | Net cash used in investing activities | $(2,125,545) | $(9,405,629) | $(5,224,439) | | Net cash generated from financing activities | $17,122,925 | $20,937,985 | $10,653,312 | | Net increase (decrease) in cash and cash equivalents, and restricted cash | $13,805,679 | $(7,657,881) | $6,408,037 | | Cash and cash equivalents, and restricted cash at end of year | $21,973,395 | $8,230,644 | $15,853,811 | - Non-cash investing and financing activities in 2023 included **$15.91 million** for equity portion of settlement of a third-party borrowing and **$1.85 million** for equity portion of acquisition of fixed and intangible assets[17](index=17&type=chunk) [Non-IFRS Financial Measures](index=9&type=section&id=Non-IFRS%20Financial%20Measures) Guardforce AI uses non-IFRS measures like adjusted EBITDA and adjusted net (loss) income to provide a clearer view of core operating performance, showing significant improvement in adjusted net loss [Non-IFRS Measures Explanation](index=9&type=section&id=Non-IFRS%20Financial%20Measures%20Explanation) Guardforce AI utilizes non-IFRS measures like adjusted EBITDA and non-IFRS adjusted net (loss) income to provide a clearer view of core operating results by excluding non-cash items - Uses non-IFRS adjusted EBITDA and non-IFRS adjusted net (loss) income to supplement IFRS financial statements[18](index=18&type=chunk)[19](index=19&type=chunk) - Adjusted EBITDA represents net (loss) income before finance costs, income tax benefit, depreciation of fixed assets, and amortization of intangible assets[20](index=20&type=chunk) - Non-IFRS adjusted net (loss) income further excludes certain non-cash expenses, including stock-based compensation, allowance for and write-off of withholding tax receivables, provision for obsolete inventory, and impairment loss on fixed assets[21](index=21&type=chunk) - These measures aim to identify underlying trends, provide useful information about core operating results, and enhance understanding for investors and management[19](index=19&type=chunk) [Reconciliation of Non-IFRS Measures](index=9&type=section&id=Reconciliation%20of%20Non-IFRS%20Measures) Non-IFRS adjusted net loss significantly improved to **$(1.81) million** in 2023 from **$(4.71) million** in 2022, with non-IFRS loss per share improving to **$(0.28)** Reconciliation of Non-IFRS Measures | Metric | 2023 (USD) | 2022 (USD) | 2021 (USD) | | :------------------------------------------------- | :----------- | :----------- | :----------- | | Net loss from continuing operations – IFRS | $(29,623,520) | $(18,603,626) | $(5,531,354) | | EBITDA | $(23,292,586) | $(11,348,181) | $(246,737) | | Adjusted net (loss) income (Non-IFRS) | $(1,814,033) | $(4,705,959) | $1,762,962 | | Non-IFRS Basic and diluted (loss) profit per share | $(0.28) | $(3.80) | $3.83 | [Company Information & Disclosures](index=3&type=section&id=Company%20Information%20%26%20Disclosures) Guardforce AI is a global integrated solution provider transitioning to AI, with disclosures on forward-looking statements and investor contact information [About Guardforce AI](index=3&type=section&id=About%20Guardforce%20AI%20Co.%2C%20Ltd.) Guardforce AI is a global integrated solution provider transitioning from security to total AI solutions, leveraging extensive experience and expanding its Asia Pacific and U.S. presence - Global integrated solution provider focusing on security solutions (since 1982) and AI & robotic solutions (since 2020)[7](index=7&type=chunk) - Transitioning towards becoming a total AI solution provider, leveraging over 41 years of experience in the security industry, an established customer base, and robust sales channels[7](index=7&type=chunk) - Firmly rooted in the Asia Pacific region, with an expanding global presence in the U.S.[7](index=7&type=chunk) [Safe Harbor Statement](index=3&type=section&id=Safe%20Harbor%20Statement) This document contains forward-looking statements subject to inherent uncertainties and risks, and actual results may differ materially, with no obligation for updates unless legally required - Contains "forward-looking statements" subject to inherent uncertainties, risks, and changes in circumstances[8](index=8&type=chunk) - Actual results and financial condition may differ materially from those indicated in the forward-looking statements[8](index=8&type=chunk) - The Company undertakes no obligation to publicly update or revise these forward-looking statements, whether because of new information, future events or otherwise, unless required by law[8](index=8&type=chunk) [Investor Relations](index=3&type=section&id=Investor%20Relations) Investor relations inquiries can be directed to Crescendo Communications, LLC, and corporate communications to Hu Yu - Investor Relations contacts: David Waldman or Natalya Rudman at Crescendo Communications, LLC (Email: gfai@crescendo-ir.com, Tel: 212-671-1020)[9](index=9&type=chunk) - Guardforce AI Corporate Communications contact: Hu Yu (Email: yu.hu@guardforceai.com)[9](index=9&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF ...