Guardforce AI (GFAI) Announces CFO Resignation

On January 17, 2024, Guardforce AI (NASDAQ: GFAI) announced that Mr. Yu-heng Ma (“Mr. Ma”), the Company’s Chief Financial Officer (“CFO”), was resigning from his position as CFO, effective immediately. Mr. Ma’s resignation as CFO is not the result of any disagreement with the Company on any matter relating to its operation, policies (including accounting or financial policies) or practices.

Effective January 18, 2024, Yuting Zuo (“Ms. Zuo”) became the Company’s CFO, replacing Mr. Ma in this position.

Ms. Zuo has over a decade of experience in corporate finance, accounting, SEC reporting and working with U.S.-listed companies. Ms. Zuo has served in a financial reporting and investment position, directly reporting to the CEO and CFO of Aurora Mobile Limited (Nasdaq: JG), a leading mobile big data solutions company in China. In this role she oversaw financial reporting and accounting operations, investor relations and led merger and acquisition activities. Previously, she was the corporate accounting manager at Farmers Business Network, a farmer-to-farmer network and e-commerce platform, based in California. Prior to that, Ms. Zuo served as an auditor at PricewaterhouseCoopers and at Ernest & Young in the U.S. Ms. Zuo holds a bachelor’s degree in accounting and finance from the University of Richmond and also completed an undergraduate program in Finance at the University of Hong Kong in 2013. She is a certified public accountant.

On January 18, 2024, the Company entered into a consulting agreement with Ms. Zuo, effective on the same day (the “Consulting Agreement”), pursuant to which Ms. Zuo will receive (a) Cash Compensation of $200,000 per year (the “Annual Fee”), which Annual Fee shall be paid to Ms. Zuo in monthly installments no later than the seventh business day of each calendar month following the effective date of the Consulting Agreement; (b) a one-time sign-on bonus of $30,000 (the “Sign-On Cash Bonus”) and the Company’s restricted ordinary shares with a total estimated value of $20,000 (the “Sign-On Stock Bonus”, together with the Sign-On Cash Bonus, the “Sign-On Bonus”). The Sign-On Cash Bonus will be paid to the Consultant within fourteen (14) calendar days of Ms. Zuo’s start date with the Company. The Sign-On Stock Bonus will be granted to Ms. Zuo within a year of her start date with the Company, subject to the terms and conditions of the Company’s equity incentive plan. In the event that Ms. Zuo voluntarily resigns at any time before the second anniversary of employment with the Company, she shall be required to repay the full amount of the Sign-On Bonus to the Company within 90 days from the cessation of consulting services; and (c) an equity compensation consisting of, in the aggregate, 40,000 Restricted Stock Units (the “RSUs”) of the Company per year, on the terms and conditions and subject to the restrictions set forth in the Amendment No.1 to Guardforce AI Co., Limited 2022 Equity Incentive Plan.

The summary of the Consulting Agreement set forth above does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement, a form of which is attached to this Report on Form 6-K as Exhibit 10.1 and incorporated by reference herein.

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