Integrated Media Technology Ltd 20-F/A, filed Sep 6, 2022
Integrated Media Technology Ltd (IMTE)
About this 20-F/A
Integrated Media Technology Ltd filed this 20-F/A on September 6, 2022, covering the fiscal year ended December 31, 2021.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Amendment No. 3)
(Mark One)
OR
For the fiscal year ended
OR
For the transition period from to
OR
Date of event requiring this shell company report
Commission file number
(Exact name of Registrant as specified in its charter
and translation of Registrant’s name into English)
(Jurisdiction of incorporation or organization)
Phone: +61 8 8233 0881 E: corporate@imtechltd.com
(Address of principal executive offices)
Phone:
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
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 19,
2022 is
Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes
☒
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 ☒
Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. ☒
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted 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 such
files). ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See definition of “large accelerated filer”, “accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ | ☒ | |||||
| Emerging growth company |
If an emerging growth company that prepares its
financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange
Act.
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
| U.S. GAAP ☐ | as issued by the International Accounting Standards Board | ☒ | Other | ☐ |
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. ☐ Item 17 ☐ Item 18
If
this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). ☐ Yes ☒
| Auditor Name: | Auditor Location: | Auditor Firm ID: |
Explanatory Note
Integrated Media Technology Limited (the “Company”) is filing this Amendment No. 3 (“Amendment No. 3”) to our Annual Report on Form 20-F for the year ended December 31, 2021, originally filed with the Securities and Exchange Commission (the “SEC”) on April 28, 2022 (“Form 20-F”), as amended by Amendment No. 1 filed with the SEC on April 29, 2022, and as amended by Amendment No. 2 filed with the SEC on May 2, 2022, to address several comments from the Staff of the SEC. Accordingly, pursuant to Rule 12b-15 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are amending and supplementing our disclosure on page 2 of the Form-20-F, in particular the onset of Part I and the onset of Item 3, Part I.
Except as set forth above, this Amendment No. 3 does not modify or update in any way the financial statements, consents or any other items disclosures made in the Form 20-F. This Amendment No. 3 speaks as of the original filing date of the Form 20-F and does not reflect events that may have occurred subsequent to such filing date. For recent developments, please see our reports on Form 6-K that we have filed with the SEC since June 2022.
Pursuant to Rule 12b-15 under the Exchange Act, this Amendment No. 3 also contains new certifications under the Sarbanes-Oxley Act of 2002, which are attached hereto.
1
PART I
Risks relating to China on our operations
IMTE is a holding company incorporated in Australia with operations conducted by its subsidiaries based in Hong Kong and the People’s Republic of China (“PRC”). IMTE is an Australia company and not a Chinese company. IMTE itself does not conduct any business operation in Hong Kong, China or elsewhere, other than in Australia as a holding company listed on the Nasdaq Capital Markets. IMTE conducts its business through its subsidiary companies based in Hong Kong and China. Throughout this Form 20-F, ITME is referred to as “IMTE” or the “Company”, and any reference to any of the subsidiaries will be by the subsidiary company name. Use of the word “our” or “we” refers to IMTE and its subsidiaries taken as a whole. IMTE, a company incorporated in Australia, is the Nasdaq-listed entity in which investors may invest.
As at December 31, 2021, the list of country of incorporation and principal activities for each subsidiaries are as follows:
| Name of Subsidiary | Country
of Incorporation |
Principal Activities | ||
| CIMC Marketing Pty Limited | Australia | Management services & Investment holding in Australia | ||
| Grand Dynasty Limited | Hong Kong | Investment Holding | ||
| Grand Dynasty (Zhenjiang) Co., Limited | P.R.C | Dormant | ||
| Greifenberg Digital Limited | Canada | Investment Holding | ||
| Greifenberg Analytics Limited | Canada | Online analytic financial research services in Canada | ||
| Greifenberg Capital Limited | Hong Kong | Administrative services in Hong Kong | ||
| IMTE
Limited (Formerly known as Great Gold Investment Limited) |
Hong Kong | Treasury and Administrative services in Hong Kong | ||
| IMTE Asia Limited | Hong Kong | Administrative services | ||
| Itana Holdings Limited | Canada | Investment Holding | ||
| Renfrew International Limited | United State | Investment Holding | ||
| Lonsdale International Limited | United State | Investment Holding | ||
| Smart
(Zhenjiang) Intelligent Technology Limited (Formerly known as Smart (Shenzhen) Technology Limited) |
P.R.C. | Marketing, manufacturing and Distribution in P.R.C. | ||
| Smartglass Limited | Hong Kong | Sales of distribution of switchable glass and consultancy services in Hong Kong | ||
| Sunup Holdings Limited | Hong Kong | Manufacturing of filter plates in Korea | ||
| Sunup Korea Limited | Hong Kong | Sale of filter plates and air filter products in Korea |
Due to our group structure, a substantial portion of our business operations and assets are subject to unique risks relating to the uncertain development, interpretation and application of PRC laws, including uncertain actions that Chinese authorities can take against companies. The Chinese government can take unpredictable action with little advance notice, including seeking to intervene or influence operations and or disallow this structure would likely result in a material change in our operations. Our PRC-based subsidiaries could be subject to sanctions imposed by PRC regulatory agencies if they fail to comply with existing or new PRC laws and any such sanctions could negatively affect our financial performance and results of operations and, as a result, could cause the value of IMTE shares to significantly decline or become worthless. Further information, see “Risks Related to Doing Business in China” starting on page 24 in our annual report on Form 20-F, as originally filed with the SEC.
2
Legal and operational risk in China
IMTE’s subsidiaries are subject to legal and operational risks associated with their operations in China as the Chinese government has exercised, and may continue to exercise, substantial influence or control over virtually every sector of the Chinese economy through regulation and state ownership. PRC laws governing our current business operations, including the electronic glass manufacturing operation, are sometimes subject to interpretation of the local authorities. Recently, the Chinese government initiated a series of regulatory actions and statements to regulate businesses in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas, adopting new measures to extend the scope of cybersecurity reviews, gathering and processing of data, and expanding the efforts in anti-monopoly enforcement. Any such actions directed at IMTE’s subsidiaries could adversely affect their operations and thereby cause the value of IMTE shares to significantly decline or become worthless. Further information, please see “Risks Related to Doing Business in China” starting on page 24 in our annual report on Form 20-F, as originally filed with the SEC.
Risks of issuance of our ordinary shares
Given IMTE is an Australian corporation, no approval of any Chinese authority is required for the offer and sale of IMTE’s ordinary shares. There is no liquidity risk in relation to trading of IMTE shares as IMTE is incorporated in Australia and IMTE’s ordinary shares are listed on Nasdaq. PRC authorities could, however, block further foreign investment into our PRC and Hong Kong-based subsidiaries. If this were to occur, it could have a material adverse effect on our consolidated operations and thereby cause the value of IMTE’s shares to significantly decline or become worthless.
If IMTE were to re-domicile to a Chinese jurisdiction (which IMTE’s Board does not propose and which would be subject to super-majority approval of shareholders) or if the Australian government were to come under the control of the PRC government (which we do not expect), then IMTE’s ability to issue securities to foreign investors could be restricted directly by the PRC government. In addition, given the operations of IMTE’s subsidiaries in the PRC and Hong Kong, it is possible that the PRC government could seek to threaten our subsidiaries in an effort to indirectly control IMTE’s ability to issue securities. If IMTE were required to obtain approval from the PRC government in order to issue securities to foreign investors in any of these or other scenarios and if IMTE were not to receive or maintain such approvals, inadvertently conclude that such approvals were not required, or applicable laws, regulations or interpretations change and IMTE were required to obtain such approval in the future, then our ability to offer securities to foreign investors could be adversely affected and thus cause severe liquidity problems for IMTE, including a material adverse effect on our financial condition, and the value of our securities could significantly decline or become worthless.
Our ability to operate in China
IMTE’s subsidiaries have received all requisite approvals required to operate their businesses as currently conducted. IMTE has received permission from Chinese authorities to incorporate Smartglass Zhenjiang and Dynasty Jiaxing. Smartglass Zhenjiang has received permission from Chinese authorities to operate a factory. Our ability to operate in China could be undermined if our PRC subsidiaries are not able to obtain or maintain approvals to operate in China. The central or local governments in the PRC could impose new, stricter regulations or interpretations of existing regulations that could require additional expenditures and efforts on our part to ensure our compliance with such regulations or interpretations. If our PRC subsidiaries do not receive or maintain approvals, inadvertently conclude that approvals needed for their business are not required or if there are changes in applicable laws (including regulations) or interpretations of laws and our PRC subsidiaries are required but unable to obtain approvals in the future, then such changes or need for approvals (if not obtained) could adversely affect the operations of our PRC subsidiaries and the value of IMTE shares could significantly decline or become worthless.
3
Chinese exchange controls
IMTE has operating subsidiaries based in Hong Kong and the PRC. IMTE is not aware of any restrictions or limitations on foreign currency exchange in Hong Kong, or on the ability to transfer cash between entities. Nor is IMTE aware of any restrictions and limitations on the ability of Hong Kong subsidiaries to distribute earnings from their businesses to IMTE.
As for PRC subsidiaries, the Chinese government has controls on the conversion of RMB into foreign currencies and the remittance of currencies out of the PRC. Therefore, the Chinese government could impose administrative requirements or make it otherwise difficult to remit foreign currency for the payment of dividends from our profits, if any. Furthermore, if our subsidiaries and affiliates in the PRC incur debt on their own in the future, the instruments governing the debt could restrict their ability to pay dividends or make other payments. If IMTE or our subsidiaries were unable to receive all of the revenue from our operations, IMTE could be unable to pay dividends on our ordinary shares. Additional details on the convertibility of RMB into foreign currencies is set out in the “Risks Related to Doing Business in China” in the “Risk Section” starting on page 24.
HFCA Act
On December 16, 2021, the Public Company Accounting Oversight Board (“PCAOB”) issued a report notifying the SEC of its determination that it is unable to inspect or investigate completely accounting firms headquartered in mainland China or Hong Kong. Our auditor, Audit Alliance LLP, is a PCAOB-registered firm based in Singapore and is subject to the laws applicable in the United States pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards. As of the date of this annual report, under the Holding Foreign Companies Accountable Act (“HFCA Act”), the PCAOB is permitted to inspect our independent public accounting firm. Therefore, we do not expect that the HFCA Act, the Accelerating Holding Foreign Companies Accountable Act and related regulations will affect IMTE, including the time frame change in PCAOB inspections for two consecutive years instead of three years. We have not been identified nor do we expect to be identified by the SEC under the HFCAA. Further details are set out in the “Risks Related to Doing Business in China” commencing g on page 24.
4
ITEM 3. KEY INFORMATION
D. Risk Factors
The following are risk factor that supplement those contained in our annual report on Form 20-F, as filed with the SEC on April 28, 2022.
IMTE is a holding company incorporated in Australia with operations conducted by its subsidiaries based in Hong Kong and PRC. Due to our group structure, a substantial portion of our business operations and assets are subject to unique risks relating to the uncertain development, interpretation and application of PRC laws, including uncertain actions that Chinese authorities can take against companies. The Chinese government can take unpredictable action with little advance notice, including seeking to intervene or influence operations. Our PRC- based subsidiaries could be subject to sanctions imposed by PRC regulatory agencies if they fail to comply with existing or new PRC laws and any such sanctions could negatively affect our financial performance and results of operations and, as a result, could cause the value of IMTE shares to significantly decline or become worthless. Given IMTE is an Australian corporation, no approval of any Chinese authority is required for the offer and sale of IMTE’s ordinary shares. There is no liquidity risk in relation to trading of IMTE ordinary shares as IMTE is incorporated in Australia and our ordinary shares are listed on Nasdaq. PRC authorities could, however, block further foreign investment into our PRC and Hong Kong-based subsidiaries. If this were to occur, it could have a material adverse effect on our consolidated operations and thereby cause the value of IMTE’s ordinary shares to significantly decline or become worthless.
The Chinese government has exercised, and may continue to exercise, substantial influence or control over virtually every sector of the Chinese economy through regulation and state ownership. Our ability to operate in China could be undermined if our PRC subsidiaries are not able to obtain or maintain approvals to operate in China. The central or local governments could impose new, stricter regulations or interpretations of existing regulations that could require additional expenditures and efforts on our part to ensure our compliance with such regulations or interpretations. If our PRC subsidiaries do not receive or maintain approvals, inadvertently conclude that approvals needed for their business are not required or if there are changes in applicable laws (including regulations) or interpretations of laws and our PRC subsidiaries are required but unable to obtain approvals in the future, then such changes or need for approvals (if not obtained) could adversely affect the operations of our PRC subsidiaries and the value of IMTE shares could significantly decline or become worthless.
In addition, IMTE’s subsidiaries are subject to legal and operational risks associated with their operations in China. PRC laws governing our current business operations, including the electronic glass manufacturing operation, are sometimes subject to interpretation of the competent authorities. Recently, the Chinese government initiated a series of regulatory actions and statements to regulate businesses in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas, adopting new measures to extend the scope of cybersecurity reviews, gathering and processing of data, and expanding the efforts in anti-monopoly enforcement. Any such actions directed at IMTE’s subsidiaries could adversely affect their operations and thereby cause the value of IMTE shares to significantly decline or become worthless. Further details are set out in the “Risks Related to Doing Business in China” in the “Risk Section” starting on page 24.
5
Additional Risks Related to Doing Business in China
Systems for the transfers of cash and non-monetary assets
IMTE can freely transfer cash in accordance with the laws of Australia. The transfer of cash amongst IMTE and its subsidiaries is made through direct bank transfers following internal fund transfer procedures and controls. During 2021, IMTE transferred approximately US$12.2million to its subsidiaries via cash advances and contributions to capital of which approximately US$366,000 were further transferred to our PRC subsidiary Smartglass Zhenjiang. IMTE’s subsidiaries have not distributed cash to IMTE during this period.
IMTE’s intention is to not distribute earnings from its operating subsidiaries until a subsidiary’s operations has achieved cashflow breakeven and no longer requires investment capital. However, we are at the initial stage of roll-out and it is not expected that there will be any cash dividends in the near future.
IMTE and its subsidiaries have not distributed any dividends and non-monetary assets.
None of our subsidiaries operate in a monetary controlled environment except our PRC-incorporated entities. For PRC entities, IMTE may make loans or capital contributions. Any loans to a PRC subsidiary are subject to PRC regulations and approvals. Similarly, the flow of funds out of China requires Chinese regulatory approval and can only be made through the repayment of previously approved loans or through the profits earned by the PRC subsidiary through the capital account. Further details are set out in the “Risks Related to Doing Business in China” in the “Risk Section” starting on page 24
IMTE currently has only one operating subsidiary in China, Smartglass Zhenjiang, which as at the date of this Form 20F, has received funds of approximately US$406,000 from its sole shareholder, Smartglass HK. This transfer of funds was made by Smartglass HK through registered capital injection to Smartglass Zhenjiang to purchase machinery and equipment and for working capital purposes. Smartgalss Zhenjiang has not paid any funds to its holding company Smartglass HK since the inception of Smartglass Zhenjiang.
Payment of dividends or distributions
Since the date of incorporation, IMTE has not received, nor does it expect to receive in the foreseeable future, any dividends or distributions from any of its subsidiaries. IMTE has not paid, nor does it expect to pay in the foreseeable future, any dividends or distributions to its shareholders. There are no foreign exchange restrictions on the ability of IMTE to pay dividends or transfer cash to its U.S. shareholders and to U.S. investors.
If IMTE were to pay dividends to US investors, then they would be subject to taxation under U.S. tax law. Further information is set out in Item 10E starting on page 71 of IMTE’s annual report on Form 20-F.
6
PART III
Item 19. Exhibits
The following exhibits are filed as part of this registration statement:
7
| (1) | Incorporated by reference on Form 20-F/A3 submitted on May 8, 2017. |
| (2) | Incorporated by reference on Form 6-K filed on January 3, 2018. |
| (3) | Incorporated by reference on Form 20-F filed on May 15, 2019. |
| (4) | Incorporated by reference on Form 6-K filed on January 20, 2020 and Form 6-K/A filed on February 12, 2020. |
8
| (5) | Incorporated by reference on Form 6-K filed on February 24, 2020. |
| (6) | Incorporated by reference on Form 20-F filed on June 16, 2020. |
| (7) | Incorporated by reference on Form 6-K filed on July 29, 2020. |
| (8) | Incorporated by reference on Form 6-K filed on August 12, 2020. |
| (9) | Incorporated by reference on Form 6-K filed on December 2, 2020. |
| (10) | Incorporated by reference on Form F-1 filed on December 23, 2020. |
| (11) | Incorporated by reference on Form 6-K filed on February 22, 2021. |
| (12) | Incorporated by reference on Form 6-K filed on March 23, 2021. |
| (13) | Incorporated by reference on Form 20-F filed on May 3, 2021. |
| (14) | Incorporated by reference on Form 6-K filed on July 6, 2021. |
| (15) | Incorporated by reference on Form 6-K filed on October 12, 2021. |
| (16) | Incorporated by reference on Form F-1 filed on October 14, 2021. |
| (17) | Incorporated by reference on Form 6-K filed on December 30, 2021. |
| (18) | Incorporated by reference on Form 6-K filed on January 3, 2022. |
| (19) | Incorporated by reference on Form 6-K filed on January 20, 2022. |
| (20) | Incorporated by reference on Form 20-F filed on April 28, 2022. |
| * | Filed herewith. |
9
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
Dated: September 6, 2022
Integrated Media Technology Limited
|
||
| By: | /s/ Xiaodong Zhang | |
| Name: | Xiaodong Zhang | |
| Title: | Chief Executive Officer | |
10
Exhibit 12.1
Certification by the Principal Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Xiaodong ZHANG, certify that:
| 1. | I have reviewed this Amendment No. 3 to the annual report on Form 20-F of Integrated Media Technology Limited (the “Company”); |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report; |
| 4. | The Company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d) | Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and |
| 5. | The Company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. |
| Date: September 6, 2022 | ||
| By: | /s/ Xiaodong Zhang | |
| Name: | Xiaodong Zhang | |
| Title: | Chief Executive Officer |
|
Exhibit 12.2
Certification by the Principal Accounting Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Jing ZHUO, certify that:
| 1. | I have reviewed this Amendment No. 3 to the annual report on Form 20-F of Integrated Media Technology Limited (the “Company”); |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report; |
| 4. | The Company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d) | Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and |
| 5. | The Company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. |
| Date: September 6, 2022 | ||
| By: | /s/ Jing Zhuo | |
| Name: | Jing Zhuo | |
| Title: | Chief Financial Officer |
|
Exhibit 13.1
Certification Pursuant to 18 U.S.C. Section 1350 as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Amendment No.3 to the Annual Report of Integrated Media Technology Limited (the “Company”) on Form 20-F for the year ended December 31, 2021 as filed with the Securities and Exchange Commission (the “Report”), I, Xiaodong ZHANG, Chief Executive Officer of the Company, hereby certify as of the date hereof, solely for purposes of Title 18, Chapter 63, Section 1350 of the United States Code, that to the best of my knowledge:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated. |
This Certification has not been, and shall not be deemed, “filed” with the Securities and Exchange Commission.
| Date: September 6, 2022 | ||
| By: | /s/ Xiaodong Zhang | |
| Name: | Xiaodong Zhang | |
| Title: | Chief Executive Officer |
|
Exhibit 13.2
Certification Pursuant to 18 U.S.C. Section 1350 as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Amendment No.3 to the Annual Report of Integrated Media Technology Limited (the “Company”) on Form 20-F for the year ended December 31, 2021 as filed with the Securities and Exchange Commission (the “Report”), I, Jing ZHUO, Chief Financial Officer of the Company, hereby certify as of the date hereof, solely for purposes of Title 18, Chapter 63, Section 1350 of the United States Code, that to the best of my knowledge:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated. |
This Certification has not been, and shall not be deemed, “filed” with the Securities and Exchange Commission.
| Date: September 6, 2022 | ||
| By: | /s/ Jing Zhuo | |
| Name: | Jing Zhuo | |
| Title: | Chief Financial Officer | |