You should read the following discussion and analysis in conjunction with our
financial statements and the related notes appearing elsewhere in this annual
report on Form 10-K. This discussion may contain forward-looking statements
based on current expectations that involve risks and uncertainties. Our actual
results may differ materially from those anticipated in these forward-looking
statements as a result of various factors, including those set forth under "Item
1A.- Risk Factors" or in other parts of this annual report on Form 10-K.





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  A. Operating Results




We are a global provider of photovoltaic (PV) and electric vehicle (EV)
solutions for business, residential, government and utility customers and
investors. We develop solar PV projects which are either sold to third party
operators or owned and operated by us for selling of electricity to the grid in
multiple countries in Asia, North America and Europe. In Australia, we primarily
sell solar PV components to retail customers and solar project developers. We
started to engage in sales and leasing of new zero-emission EVs in U.S. from
2020 and engage in roofing and solar energy systems installation in U.S. from
2021.



In 2018, we engaged in the sale of bitcoin mining equipment, providing hosting
services to mine bitcoins and in 2019, we sold alfafa hay from the United States
to China. In 2020 and 2021, no revenue was generated from the cryptocurrency
mining services and alfafa hay sales.



Our liquidity position has deteriorated since 2015. We suffered net losses of
$15.1 million, $6.3 million and $44.8  million for the years ended December 31,
2019, 2020 and 2021, respectively. We also had an accumulated deficit of $637.4
million and a working capital deficit of $90.0 million as of December 31, 2021.
For a detailed discussion, please see "Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operations -B. Liquidity and
Capital Resources-Capital Resources and Material Known Facts on Liquidity."



Our operating results for future periods are subject to numerous uncertainties
and it is uncertain if we will be able to reduce or eliminate our net losses for
the foreseeable future. We have developed a plan to continue implementing
various measures to boost revenue and control the cost and expenses within an
acceptable level. Such measures include: 1) negotiate with potential buyers to
sell certain PV solar projects; 2) negotiate with convertible bond holder for
postpone of repayments; 3) improve the profitability of the business in US; 4)
obtain equity financing from initial public offerings of certain subsidiaries;
5) strictly control and reduce business, marketing and advertising expenses and
6) seek for certain credit facilities



While we believe that the measures in the plans will be adequate to allow us to
meet our liquidity and cash flow requirements within one year after the date
that the consolidated financial statements are issued, there is no assurance
that the plans will be successfully implemented. If we fail to achieve these
goals, we may need additional financing to repay debt obligations and execute
our business plan, and we may not be able to obtain the necessary additional
capital on a timely basis, on acceptable terms, or at all. In the event that
financing sources are not available, or that the we are unsuccessful in
increasing our gross profit margin and reducing operating losses, we may be
unable to implement our current plans for expansion, repay debt obligations or
respond to competitive pressures, any of which would have a material adverse
effect on our business, financial condition and results of operations and may
materially adversely affect our ability to continue as a going concern.



Key Factors Affecting Our Results of Operations

We believe that the following factors have had, and expect to continue to have, a material impact on the development of our business, financial condition and results of operations.


COVID-19


The pandemic of a novel coronavirus (COVID-19) has resulted in a widespread
health crisis that has adversely affected the economies and financial markets
worldwide. Governmental authorities have recommended or ordered the limitation
or cessation of certain business or commercial activities in jurisdictions in
which we do business or have operations. While some of these orders permit the
continuation of essential business operations, or permit the performance of
minimum business activities, these orders are subject to continuous revision or
may be revoked or superseded, or our understanding of the applicability of these
orders and exemptions may change at any time. In response to these orders, we
have reduced the risk of exposure to infection, including reduced travel,
cancellation of meetings and events, and implementation of work-at- home
policies.





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Our operating results substantially depend on revenues derived from sales of PV
project assets, provision of electricity, our Australian subsidiary's trading of
PV components, and our U.S. subsidiary's business on roofing and solar energy
systems installation and sales and leasing of EVs, respectively. As the COVID-19
spread continues, the measures implemented to curb the spread of the virus have
resulted in supply chain disruptions, insufficient work force and suspended
manufacturing and construction works for solar industry. One or more of our
customers, partners, service providers or suppliers may experience financial
distress, delayed or defaults on payment, file for bankruptcy protection, sharp
diminishing of business, or suffer disruptions in their business due to the
outbreak. These preventative measures have also impacted our daily operations.
The efforts enacted to control COVID-19 have placed heavy pressure on our
marketing and sales activities. We continue to assess the related risks and
impacts COVID-19 pandemic may have on our business and our financial
performance. In light of the rapidly changing situation across different
countries and regions, it remains difficult to estimate the duration and
magnitude of COVID-19 impact. Until such time as the COVID-19 pandemic is
contained or eradicated and global business return to more customary levels, our
business and financial results may be materially adversely affected.



Market Demand


Our revenue and profitability depend substantially on the demand for our PV
solutions, which is driven by the economics of PV systems, including the
availability and size of government subsidies and other incentives, government
support, cost improvements in solar power, as well as environmental concerns and
energy demand. The world PV market in terms of new annual installations is
expected to grow significantly in the next five years, providing engineering
procurement construction ("EPC") service providers and solar project developers
like us with significant opportunities to grow our business.



In the long term, as PV technology advances and average system costs for solar projects decline, we expect the electricity market in an increasing number of countries to reach grid parity. As the PV industry becomes more competitive with other energy industries and widespread grid parity strengthens demand for solar projects, we expect our sales costs to decline and our revenues and profitability to increase. .



In addition, the medium-duty EV market is expected to grow significantly over
the next decade. While the market has been too slow to expand over the last many
years, many key factors are shaping the industry for accelerated growth over the
next few years. Key factors driving this growth include government regulations
requiring fleets to go electric, incentives and grant funding supporting
commercial zero emission vehicle deployments, infrastructure deployments and
corporate electrification mandates. Many large fleets who operate large truck
and bus fleets have committed to go 100% electric over the next few years. This
includes large delivery truck fleets like Amazon, FedEx, UPS, DHL, IKEA; also
shuttle bus operators like transit agencies in Los Angeles, Orange County, and
New York; and large corporate fleet owners like Genentech, Microsoft and
Salesforce. All of the above factors, together with key technology catalysts,
are expected to spur demand for medium-duty electric vehicles significantly over
the next few years. Key technology drivers include reduction in battery costs
and costs of other key components, making electric vehicles cheaper, and
advances in EV drivetrain technology, including motor improvements that enable
better performance and higher efficiencies; and refinements in high-voltage
battery technology. The anticipated sales growth in this segment of the EV
market is attributed both to new companies that started as electric vehicle
manufacturers, as well as and conventional OEMs who are expected to start
offering complete EV over the next few years.



As PV and energy storage technology advances and the average system costs
decrease, in many cases the residential or small business owners of solar
systems have effectively achieved grid parity for their systems. Aided by smart
meter and virtual power plant technologies such systems can be an attractive
alternative to electricity grid in many localities. We expect traditionally
strong residential solar markets such as California and Australia to continue to
grow, while we expect new growth from markets to emerge such as Florida, Texas
and US Northeast. As the overall market grows we expect our costs of sales to
decrease and our revenue and profitability to increase.



Government subsidies and incentive policies



We believe that the growth of the solar power industry in the short term will
continue to depend largely on the availability and effectiveness of government
incentives for solar power products and the competitiveness of solar power in
relation to conventional and other renewable energy resources in terms of cost.
Countries in Europe, notably Italy, Germany, France, Belgium and Spain, certain
countries in Asia, including Japan, India and South Korea, as well as Australia
and the United States have adopted favorable renewable energy policies. Examples
of government sponsored financial incentives to promote solar power include
capital cost rebates, tax credits, net metering and other incentives to end
users, distributors, project developers, system integrators and manufacturers of
solar power products.





  65






Governments may reduce or eliminate existing incentive programs for political,
financial or other reasons, which will be difficult for us to predict. Electric
utility companies or generators of electricity from fossil fuels or other
renewable energy sources could also lobby for a change in the relevant
legislation in their markets to protect their revenue streams. Government
economic incentives could be reduced or eliminated altogether.



With growing emphasis on improving air quality around our communities, large
states like California are mandating key end user segments to switch to zero
emission transportation options. Some of the key regulations driving growth in
our addressable market include, in California, requiring all transit buses to be
zero emissions by 2040, requiring all airport shuttles to be electric by 2035,
requiring at least 50% of all medium-duty trucks sold in the state to be
electric by 2030, and requiring specific end-user segments like drayage and
yard
trucks to go electric.


Other states like New York, New Jersey and Massachusetts are also expected to
bring in regulatory requirements for key end user segments like transit agencies
and school buses to switch to all electric vehicles. Fifteen other states,
including Connecticut, Colorado, Hawaii, Maine, Maryland, Massachusetts, New
Jersey, New York, North Carolina, Oregon, Pennsylvania, Rhode Island, Vermont,
and Washington have committed to follow California's Clean Truck Regulation.



Various state and federal agencies are also supporting the switch to zero
emission transportation by providing a host of funding and incentive support to
develop, demonstrate and deploy zero emission transportation solutions. This is
primarily driven by the urgent need to meet carbon and greenhouse gas emission
reduction targets. Some of the key funding / incentives driving adoption of
electric medium duty vehicles include: the California HVIP program offering a
minimum of $60,000 per vehicle as incentive for Class 4 electric vehicles
registered and operating in the state, the New York Truck Voucher Incentive
Program offering up to $66,000 per Class 4 electric vehicle, funding from
federal agencies like the FTA, covering up to 80% of the cost of procuring
electric transit buses and various funding options covering up to 100% of the
cost of procuring all electric school buses across key states.



Federal and various state agencies have established incentives for setting up
both public and private charging infrastructure. Notably, the California Energy
Commission and the California Public Utilities Commission have approved funding
up to 100% of the cost of setting up chargers and related infrastructure. Large
utilities like Southern California Edison, Pacific Gas & Electric and San Diego
Gas & Electric have 'Charge Ready' programs that cover the entire cost of
setting up charging infrastructure. Other states like New York, Chicago, North
Carolina, Tennessee, Texas and Ohio have also introduced programs to support
fleets with their charging infrastructure requirements.



Our Solar power generation and operational capabilities

Our financial condition and results of operations depend on our ability to
successfully continue to develop new solar projects and operate our existing
solar projects. We expect to build and manage a greater number of solar
projects, which we expect to present additional challenges to our internal
processes, external construction management, working capital management and
financing capabilities. Our financial condition, results of operations and
future success depend, to a significant extent, on our ability to continue to
identify suitable sites, expand our pipeline of projects with attractive
returns, obtain required regulatory approvals, arrange necessary financing,
manage the construction of our solar projects on time and within budget, and
successfully operate solar projects.



Selected Income Statement Items


Revenue


Our revenue for the years ended December 31, 2019, 2020 and 2021 was mainly
derived from sales of PV components, roofing and solar energy systems
installation, electricity revenue with Power Purchase Agreements ("PPAs"), sales
of PV project assets, sales of pre-development solar projects, sales and leasing
of EVs and others.







  66





The following table shows the breakdown of our revenue from continuing operations by business category for the periods indicated:


                                                    For the years ended December 31,
                                      2019                        2020                       2021
                                                   ($ in thousands except percentage)
Sales of PV components        $ 80,941        82.7%      $ 112,442        81.1%     $ 123,138        76.0%
Roofing and solar systems
installation                         -            -              -            -        29,028        17.9%
Sales of pre-development
solar project                   (2,835 )       (2.9 )%         101         0.1%           894         0.6%
Sales of PV project assets       9,563         9.8%         19,901        14.4%             -           0%
Electricity revenue with
PPAs                             3,368         3.4%          4,421         3.2%         4,587         2.8%
Others                           6,846         7.0%          1,763         1.2%         4,346         2.7%
                              $ 97,883         100%      $ 138,628       100.0%     $ 161,993       100.0%




Cost of Revenues


Our cost of revenues consist primarily of raw materials and labor cost. In the
years ended December 31, 2019, 2020 and 2021, we had cost of revenues of $90.7
million, $121.8 million and $151.4 million from our operation, respectively.



Operating Expenses


In the years ended December 31, 2019, 2020 and 2021, our operating expenses
consisted of (1) general and administrative expenses, (2) sales, marketing and
customer service expenses, (3) provision for credit losses and (4) impairment
charges.



General and administrative expenses. Our general and administrative expenses
primarily consist of salaries and share based compensation expense, professional
service fees, rental and office supplies expenses. In the years ended December
31, 2019, 2020 and 2021, our general and administrative expenses were $15.2
million, $13.5 million and $41.8 million, respectively.



Sales, marketing and customer service expenses. Our sales, marketing and
customer service expenses consist primarily of advertising expense, amortization
of intangible assets and salaries. In the years ended December 31, 2019, 2020
and 2021, our sales, marketing and customer service expenses were $2.4 million,
$2.2 million and $7.6 million, respectively.



Provision for credit loss. In the year ended December 31, 20192020 and 2021, our provision for credit losses was $4.1 million, $1.1 million and $2.7 millionrespectively.

Depreciation charges. Our impairment charges consist of impairment charges of project assets, intangible assets, property, plant and equipment, etc. December 31, 20192020 and 2021, our impairment charges were $4.7 million$nil and $nil, respectively.


Other Income (Expense)



In the year ended December 31, 2019, our other income (expense) includes
interest expense, net, change in fair value of derivative liability, reversal of
tax penalty, net foreign exchange gain and others. In the year ended December
31, 2020, our other income (expense) includes interest expense, net, change in
fair value of derivative liability, net foreign exchange loss and others, gain
on de-recognition of long aged liabilities and gain on forgiveness of PPP loan.
In the year ended December 31, 2021, our other income (expense) includes
interest expenses, net, net foreign exchange gain, gain on forgiveness of PPP
loan, change in fair value of derivative liability and others.



Interest charges. Our interest expense arises from borrowings. In the past years December 31, 20192020 and 2021, our interest expense was $3.8 million,
$3.8 million and $5.1 millionrespectively.




  67






Reversal of tax penalty. On May 27, 2019 and February 20, 2020, the Internal
Revenue Service (IRS) issued notices which assessed penalties for Federal income
tax for the tax years ended December 31, 2017 and 2016 in the amount of $1.2
million and $1.3 million plus an immaterial amount of interest, respectively.
The state portion of tax penalty is re-estimated in the amount of $0.3 million.
Thus, we reversed $6.9 million of tax penalty for the year ended December 31,
2019. On September 6, 2021 we received another notice from IRS which assessed
penalties for Federal income tax for the tax years ended December 31, 2017 in
the amount of $1,193 plus interest. We assessed it as a substation for the
original letter received in 2019 as they were for the same period with same
principle penalty amount with different addressee, which changed from SPI Solar
Inc., a subsidiary of the Group to SPI Energy Co. Ltd and Subsidiaries, thus no
additional provision of penalty was made. As of the issuance date of the
consolidated financial statements, we have not received the result of the tax
penalty from IRS.



Income Tax


The following table sets forth our loss before income taxes for the relevant geographic locations for the periods indicated:


                    For the year ended December 31,
                    2019            2020         2021

United States         (4,926 )    $ (7,525 )   $ (45,860 )
Foreign              (10,130 )       1,718         2,480
Total                (15,056 )    $ (5,807 )   $ (43,380 )




Cayman Islands



We are incorporated in the Cayman Islands. Under the current laws of the Cayman
Islands, we are not subject to income or capital gains tax in the Cayman
Islands. Payments of dividends and capital in respect of our Shares will not be
subject to taxation in the Cayman Islands and no withholding will be required on
the payment of a dividend or capital to any holder of our Shares, nor will gains
derived from the disposal of our Shares be subject to Cayman Islands income or
corporation tax. The Cayman Islands currently have no income, corporation or
capital gains tax and no estate duty, inheritance tax or gift tax.



United States


Based on Financial Accounting Standards Board ("FASB") staff Q&A Topic 740, No.
5, Accounting for Global Intangible Low-Taxed Income (GILTI), the FASB staff
noted that the Company must make an accounting policy election to either (1)
recognize taxes due on future U.S. inclusions in taxable income related to GILTI
as a current-period expense when incurred (the "period cost method") or (2)
factor such amount into the Company's measure of its deferred taxes (the
"deferred method"). The Company elected to treat GILTI as a current-period
expense when incurred. The Company has not recognized GILTI expense for the year
ended December 31, 2021 as there were either no earnings from controlled foreign
corporations or the "high-tax" exclusion applied.



Hong Kong


According to Tax (Amendment) (No. 3) Ordinance 2018 published by Hong Kong
government, form April 1, 2018, under the two-tiered profits tax rates regime,
the profits tax rate for the first HKD2 million of assessable profits will be
lowered to 8.25% (half of the rate specified in Schedule 8 to the Inland Revenue
Ordinance (IRO)) for corporations. No provision for Hong Kong tax has been made
in our consolidated financial statements, as our Hong Kong subsidiary had not
generated any assessable income for the years ended December 31, 2019, 2020 and
2021. Our subsidiaries incorporated in Hong Kong were exempted from the Hong
Kong income tax on its foreign-derived income and there were no withholding
taxes in Hong Kong on the remittance of dividends.



See “Heading 1. Business – Taxation” for more information.




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Significant Accounting Policies and Estimates



Our consolidated financial statements are prepared in accordance with accounting
principles generally accepted in the United States of America, which require us
to make estimates and assumptions that affect the reported amounts of assets and
liabilities as of the date of the financial statements, the reported amounts of
revenues and expenses during the reporting periods and the related disclosures
in the consolidated financial statements and accompanying footnotes. Out of our
significant accounting policies, which are described in Note 3-Summary of
Significant Accounting Policies of our consolidated financial statements
included elsewhere in this Form 10-K, certain accounting policies are deemed
"critical," as they require management's highest degree of judgment, estimates
and assumptions. While management believes its judgments, estimates and
assumptions are reasonable, they are based on information presently available
and actual results may differ significantly from those estimates under different
assumptions and conditions.



Revenue Recognition



Our accounting practices under Accounting Standards Codification ("ASC") No.
606, "Revenue from Contracts with Customers" ("ASC 606" or "Topic 606") are
as
followings:


We generate revenue from sales of PV components, roofing and solar systems
installation, electricity revenue with Power Purchase Agreements ("PPAs"), sales
of PV project assets, sales of pre-development solar projects, sales and leasing
of EVs and others.


Sale of PV components. Revenue on sale of PV components is recognized at a point
in time following the transfer of control of such products to the customer,
which typically occurs upon shipment or acceptance of the customer depending on
the terms of the underlying contracts.



Roofing and solar systems installation. Revenue from roofing and solar energy
system installation is recognized over time. For solar system our principal
performance obligation is to design and install a customize solar energy system,
sometimes, reinstall the customer's existing solar energy system that is
interconnected to the local power grid and for which permission to operate has
been granted by a utility company to the customer. For roofing our principal
performance obligation is to design and build roof system per customer
selection. All costs to obtain and fulfill contracts associated with system
sales and other product sales are expensed to cost of revenue when the
corresponding revenue is recognized. We recognize revenue using a cost-based
input method that recognizes revenue and gross profit as work is performed based
on the relationship between actual costs incurred compared to the total
estimated cost of the contract. In applying cost-based input method, we use the
actual costs incurred to the total estimated cost, to determine the progress
towards contract completion and to calculate the corresponding amount of revenue
and gross profit to recognize.



Electricity revenue with PPAs. We sell energy generated by PV solar power
systems under PPAs. For energy sold under PPAs, we recognize revenue each period
based on the volume of energy delivered to the customer (i.e., the PPAs
off-taker) and the price stated in the PPAs. We have determined that none of the
PPAs contains a lease since (i) the purchaser does not have the rights to
operate the PV solar power systems, (ii) the purchaser does not have the rights
to control physical access to the PV solar power systems, and (iii) the price
that the purchaser pays is at a fixed price per unit of output.



Sale of PV project asset. Our sales arrangements for PV projects do not contain
any forms of continuing involvement that may affect the revenue or profit
recognition of the transactions, nor any variable considerations for energy
performance guarantees, minimum electricity end subscription commitments. The
Company therefore determined its single performance obligation to the customer
is the sale of a completed solar project. We recognize revenue for sales of
solar projects at a point in time after the solar project has been grid
connected and the customer obtains control of the solar project.



Sales of pre-development solar projects. For sales of pre-development solar
projects in which we transfer 100% of the membership interest in solar projects
to a customer, we recognize all of the revenue for the consideration received at
a point in time when the membership interest was transferred to the customer,
which typically occurs when we delivered the membership interest assignment
agreement to the customer.



The contract arrangements may contain provisions that can either increase or
decrease the transaction price. These variable amounts generally are resolved
upon achievement of certain performance or upon occurrence of certain price
reduction conditions. Variable consideration is estimated at each measurement
date at its most likely amount to the extent that it is probable that a
significant reversal of cumulative revenue recognized will not occur and
true-ups are applied prospectively as such estimates change.



Changes in estimates for sales of pre-development solar projects occur for a
variety of reasons, including but not limited to (i) EPC construction plan
accelerations or delays, (ii) product cost forecast changes, (iii) change
orders, or (iv) occurrence of purchase price reduction conditions. The
cumulative effect of revisions to transaction prices are recorded in the period
in which the revisions to estimates are identified and the amounts can be
reasonably estimated.





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Revenue from sales and leasing of EV. We recognize revenue from sales of EV at a
point in time following the transfer of control of such products to the
customer, which typically occurs upon the delivery to the customer for EV sales.
We determined that the government grants related to sales of EV should be
considered as part of the transaction price because it is granted to the EV
buyer and the buyer remains liable for such amount in the event the grants were
not received by us or returned due to the buyer violates the government grant
terms and conditions. EV leasing revenue includes revenue recognized under lease
accounting guidance for direct leasing programs. We account for these leasing
transactions as operating leases under ASC 840 Leases, and revenues are
recognized on a straight-line basis over the contractual term.



Other revenue. Other revenue mainly consists of revenue generated from bitcoin
mining equipment sales and hosting service, sales of component and charging
stations, sale of Alfalfa hay, engineering and maintenance service, shipping and
delivery service and other. Revenue on sales of bitcoin mining equipment,
alfalfa hays and component and charging stations were recognized at a point in
time following the transfer of control of such products to the customer, which
typically occurs upon acceptance of the products made by the customer, and upon
delivery of the products to the hosting site or receipt place assigned by the
customer, installed and set up the products for sale of bitcoin mining
equipment. Revenue for hosting service, engineering and maintenance service and
shipping and delivery service are recognized on a straight-line basis over time
as services are performed and based on the output method related to the time
incurred during the service period.



Impairment of long-lived assets

Our long-lived assets include property, plant and equipment, project assets and
other intangible assets with finite lives. We evaluate long-lived assets for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. If circumstances require a
long-lived asset or asset group be tested for possible impairment, we first
compare undiscounted cash flows expected to be generated by that asset or asset
group to its carrying amount. If the carrying amount of the long-lived asset or
asset group is not recoverable on an undiscounted cash flow basis, an impairment
is recognized to the extent that the carrying amount exceeds its fair value.
Fair value is determined through various valuation techniques including
discounted cash flow models, quoted market values and third-party independent
appraisals, as considered necessary. Estimating future cash flows requires
significant judgment, and such projections may vary from the cash flows
eventually realized. Any impairment write-downs would be treated as permanent
reductions in the carrying amounts of the assets and a charge to operations
would be recognized.



We review project assets for impairment whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable. We
consider a project commercially viable or recoverable if it is anticipated to be
sold for a profit once it is either fully developed or fully constructed. We
consider a partially developed or partially constructed project commercially
viable or recoverable if the anticipated selling price is higher than the
carrying value of the related project assets. We examine a number of factors to
determine if the project is expected to be recoverable, including whether there
are any changes in environmental, permitting, market pricing, regulatory, or
other conditions that may impact the project. Such changes could cause the costs
of the project to increase or the selling price of the project to decrease. If a
project is not considered recoverable, we impair the respective project assets
and adjust the carrying value to the estimated fair value.



The judgments and estimates involved in identifying and quantifying the
impairment of long-lived assets involve inherent uncertainties, and the
measurement of the fair value is dependent on the accuracy of the assumptions
used in making the estimates and how those estimates compare to our future
operating performance. We evaluate long-lived assets for impairment and did not
note events or changes in circumstances that indicate the carrying amount of the
asset groups may not be recovered as of December 31, 2020 and 2021.



Inventories



Inventories are stated at the lower of cost or net realizable value. The cost of
raw materials is determined on the basis of weighted average cost method. The
cost of finished goods is determined on the basis of weighted average and
comprises direct materials, direct labor and an appropriate proportion of
overhead. Net realizable value is based on estimated selling prices less selling
expenses and any further costs expected to be incurred for completion.
Adjustments to reduce the cost of inventory to net realizable value are made, if
required, for estimated excess, obsolescence, or impaired balances if any. We
evaluate the recoverability of our inventories based on assumptions about
expected demand and market conditions. Our assumption of expected demand is
developed based on our analysis of sales backlog, market forecast, and
competitive intelligence. Our assumption of expected demand is compared to
available inventory, production capacity, available third-party inventory,
and
growth plans.


Over the years ended December 31, 20192020 and 2021, inventories were depreciated by $0.1 millionzero and $1.0 millionrespectively, to reflect the lower of cost or net realizable value.




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Share-Based Compensation



Our share-based payment transactions with employees, such as restricted shares
and share options, are measured based on the grant-date fair value of the equity
instrument issued. The fair value of the award is recognized as compensation
expense, net of estimated forfeitures, over the period during which an employee
is required to provide service in exchange for the award, which is generally the
vesting period.


We estimate the fair value of service-based stock options granted using the
Black-Scholes option-pricing formula,which requires the use of highly subjective
and complex assumptions. If we had made different assumptions, our stock-based
compensation expense, net loss and net loss per share of common stock could have
been significantly different. See Note 19 to our audited financial statements
included elsewhere in this Annual Report for information concerning certain of
the specific assumptions we used in applying the Black-Scholes option pricing
model to determine the estimated fair value of our stock options granted during
the year ended December 31, 2019, 2020 and 2021.



Accounts receivable and allowance for credit losses

We grant open credit terms to credit-worthy customers. Accounts receivable are
primarily related to our sales of pre-development solar projects, sales of PV
components, revenue from roofing and solar energy systems installation,
electricity revenue with PPA, and sales of EVs.



We maintain allowances for credit losses for estimated losses resulting from the
inability of our customers to make required payments. Accounts receivable is
considered past due based on its contractual terms. In establishing the
allowance, management considers historical losses, the financial condition, the
accounts receivables aging, the payment patterns and the forecasted information
in pooling basis upon the use of the Current Expected Credit Loss Model ("CECL
Model") in accordance with ASC topic 326, Financial Instruments - Credit Losses.
Accounts receivable that are deemed to be uncollectible are charged off against
the allowance after all means of collection have been exhausted and the
potential for recovery is considered remote. There is a time lag between when
the Company estimates a portion of or the entire account balances to be
uncollectible and when a write off of the account balances is taken. We take a
write off of the account balances when we can demonstrate all means of
collection on the outstanding balances have been exhausted. We do not have any
off-balance-sheet credit exposure related to our customers. Contractually, we
may charge interest for extended payment terms and require collateral.



The provision for credit losses is $4.1 million, $1.1 million and $2.7 million for the years ended December 31, 20192020 and 2021, respectively.


Goodwill


Goodwill represents the excess of the purchase consideration over the fair value
of the identifiable tangible and intangible assets acquired and liabilities
assumed of the acquired entity as a result of our acquisitions of interests in
our subsidiaries. Goodwill is not amortized but is tested for impairment on an
annual basis, or more frequently if events or changes in circumstances indicate
that it might be impaired. We have an option to first assess qualitative factors
to determine whether it is necessary to perform the quantitative goodwill
impairment test. In the qualitative assessment, we consider primary factors such
as industry and market considerations, overall financial performance of the
reporting unit, and other specific information related to the operations. Based
on the qualitative assessment, if it is more likely than not that the fair value
of each reporting unit is less than the carrying amount, the quantitative
impairment test is performed.



In performing the quantitative impairment test, we compare the fair values of
each reporting unit to its carrying amount, including goodwill. If the fair
value of each reporting unit exceeds its carrying amount, goodwill is not
considered to be impaired. If the carrying amount of a reporting unit exceeds
its fair value, we recognize an impairment charge for the amount by which the
carrying amount exceeds the reporting unit's fair value; the loss recognized
should not exceed the total amount of goodwill allocated to that reporting unit.
Application of a goodwill impairment test requires significant management
judgment, including the identification of reporting units, assigning assets,
liabilities and goodwill to reporting units, and determining the fair value of
each reporting unit. The judgment in estimating the fair value of reporting
units includes estimating future cash flows, determining appropriate discount
rates and making other assumptions. Changes in these estimates and assumptions
could materially affect the determination of fair value for each reporting unit.



We performed a goodwill impairment test at December 31, 2020 and 2021 by performing a qualitative assessment test and no indication of impairment has been identified.




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Income Taxes


We account for income taxes under the asset and liability method. Deferred tax
assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases and operating
loss and tax credit carry forwards. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or
settled. The effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the enactment date. A
valuation allowance is recognized if it is more likely than not that some
portion, or all, of a deferred tax asset will not be realized.



We recognize in the consolidated financial statements the impact of a tax
position, if that position is more likely than not of being sustained upon
examination, based on the technical merits of the position. In evaluating
whether a tax position has met the more-likely-than-not recognition threshold,
management presumes that the position will be examined by the appropriate taxing
authority that has full knowledge of all relevant information. In addition, a
tax position that meets the more-likely-than-not recognition threshold is
measured to determine the amount of benefit to be recognized in the financial
statements. The tax position is measured at the largest amount of benefit that
is greater than 50 percent likely of being realized upon settlement. Our tax
liability associated with unrecognized tax benefits is adjusted periodically due
to changing circumstances, such as the progress of the tax audits, case law
developments and new or emerging legislation. Such adjustments are recognized
entirely in the period in which they are identified. We record interest and
penalties related to an uncertain tax position, if and when required, as part of
income tax expense in the consolidated statements of operations. No reserve for
uncertainty tax position was recorded by us for the years ended December 31,
2020 and 2021. We do not expect that the assessment regarding unrecognized tax
positions will materially change over the next 12 months. We are not currently
under examination by an income tax authority, nor has been notified that an
examination is contemplated.



Recent accounting pronouncements

Recently Adopted Accounting Standards



In December 2019, the FASB issued ASU No. 2019-12, Income taxes (Topic 740),
Simplifying the Accounting for Income Taxes. This guidance amends ASC Topic 740
and addresses several aspects including 1) evaluation of step-up tax basis of
goodwill when there is not a business combination, 2) policy election to not
allocate consolidated taxes on a separate entity basis to entities not subject
to income tax, 3) accounting for tax law changes or rates during interim
periods, 4) ownership changes from equity method investment to subsidiary or
vice versa, 5) elimination of exception to intraperiod allocation when there is
gain in discontinued operations and a loss from continuing operations, 6)
treatment of franchise taxes that are partially based on income. The standard is
effective for interim and annual periods beginning after December 15, 2020. We
adopted this ASU from January 1, 2021. The adoption of ASU No. 2019-12 did not
have a material impact on the our consolidated financial statements.



In January 2017, the FASB issued ASU 2017-04, Intangibles (Topic 350): Goodwill
and Other. This ASU simplifies the accounting for goodwill impairment and
removes Step 2 of the goodwill impairment test. Goodwill impairment will be the
amount by which a reporting unit's carrying value exceeds its fair value limited
to the total amount of goodwill allocated to that reporting unit. Entities will
continue to have the option to perform a qualitative assessment to determine if
a quantitative impairment test is necessary. The ASU is effective for interim
and annual periods beginning after December 15, 2021, with early adoption
permitted. We adopted this ASU from January 1, 2021, and the adoption did not
have a material impact on our consolidated financial statements and related
disclosures.



In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit
Losses (Topic 326), Measurement of Credit Losses on Financial Instruments, which
amends the current accounting guidance and requires the measurement of all
expected losses based on historical experience, current conditions and
reasonable and supportable forecasts. For trade receivables, loans, and other
financial instruments, We will be required to use a forward-looking expected
loss model that reflects losses that are probable rather than the incurred loss
model for recognizing credit losses. The standard became effective for interim
and annual periods beginning after December 15, 2019. Application of the
amendments is through a cumulative- effect adjustment to retained earnings as of
the effective date. The adoption did not have a material impact on our
consolidated financial statements.





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In November 2021, The FASB issued ASU No. 2021-10, Government Assistance (Topic
832), Disclosures by Business Entities about Government Assistance. This
guidance requires business entities to make annual disclosures about
transactions with a government (including government assistance) they account
for by analogizing to a grant or contribution accounting model (e.g., IAS 20,
Accounting for Government Grants and Disclosure of Government Assistance). The
required disclosures include the nature of the transaction, the entity's related
accounting policy, the financial statement line items affected and the amounts
reflected in the current period financial statements, as well as any significant
terms and conditions. An entity that omits any of this information because it is
legally prohibited from being disclosed needs to include a statement to that
effect. The guidance is effective for financial statements issued for annual
periods beginning after December, 15 2021, and early adoption is permitted. We
adopted this ASU from January 1, 2022 and the adoption did not have a material
impact on our consolidated financial statements.



We do not believe that other recently issued but not yet effective accounting standards, if currently adopted, would have a material impact on the consolidated financial position, statements of earnings and cash flows.


Recent Financing Activities


In October 2020, the Company offered and sold 2,964,000 ordinary shares in a
registered direct offering to institutional investors at a purchase price of
$5.40 per share for proceeds of approximately $14.6 million, after deducting the
placement agent's fees and other expenses. In December 2020, the Company offered
and sold 3,495,000 ordinary shares and warrants to purchase an aggregate of
3,495,000 ordinary shares in a registered direct offering to institutional
investors at a purchase price of $10.02 per share and accompany warrant for
proceeds of approximately $32.3 million, after deducting the placement agent's
fees and other expenses. The warrants are exercisable for a period of five years
from December 7, 2020 at an exercise price $10.50 per share.



In November 2020, the Company sold a Convertible Promissory Note for a total
consideration of approximately $2.1 million, convertible into ordinary shares of
the Company at a conversion price of $26.00 per share. The Convertible
Promissory Note was offered and sold solely to the Investor in a private
placement in reliance on Regulation D promulgated under the U.S. Securities
Act
of 1933, as amended.


In February 2021, the Company offered and sold 1,365,375 ordinary shares in a
registered direct offering to certain institutional investors at a purchase
price of $10.79 per ordinary share for $13.6 million, net of direct offering
cost of $1.1 million.


In February 2021, June 2021, September 2021 and November 2021, the Company sold
Convertible Promissory Notes to an investor for consideration of approximately
$4.21 million each and $16.84 million in total, convertible into ordinary shares
of the Company at a conversion price of $20.00 per share. The Convertible
Promissory Notes were offered and sold solely to the investor in a private
placement in reliance on Regulation D promulgated under the U.S. Securities
Act
of 1933, as amended.









  73






Results of Operations



The following table sets forth a summary, for the periods indicated, of our
consolidated results of operations and each item expressed as a percentage of
our total net revenues. Our historical results presented below are not
necessarily indicative of the results that may be expected for any future
period.



                                                               December 31,
                                       2019                        2020                        2021

Net sales                        97,883          100 %    $ 138,628          100 %    $ 161,993        100.0 %
Cost of revenues                 90,693         92.7 %      121,773         87.8 %      151,373         93.4 %
Gross profit                      7,190          7.3 %       16,855         12.2 %       10,620          6.6 %
Operating expenses:
General and administrative       15,158         15.5 %       13,485          9.7 %       41,780         25.8 %
Sales, marketing and
customer service                  2,398          2.4 %        2,185          1.6 %        7,581          4.7 %
Provision for credit losses       4,115          4.2 %        1,094        
 0.8 %        2,735          1.7 %
Impairment charges                4,690          4.8 %            -           -%              -           -%
Total operating expenses         26,361         26.9 %       16,764         12.1 %       52,096         32.2 %
Operating (loss) income         (19,171 )      (19.6 )%          91          0.1 %      (41,476 )      (25.6 )%
Other income (expense):
Interest expenses                (3,768 )       (3.8 )%      (3,790 )       (2.7 )%      (5,137 )       (3.2 )%
Change in fair value of
derivative liability                285          0.3 %          496          0.4 %           67          0.0 %
Net foreign exchange gain
(loss)                            1,261          1.3 %       (5,411 )       (3.9 )%       2,694          1.7 %
Reversal of tax penalty           6,890          7.0 %            -           -%              -           -%
Others                             (553 )       (0.6 )%       2,807          2.0 %          472          0.3 %
Total other income
(expense), net                    4,115          4.2 %       (5,898 )       (4.2 )%      (1,904 )       (1.2 )%
Loss before income taxes        (15,056 )      (15.4 )%      (5,807 )       (4.1 )%     (43,380 )      (26.8 )%
Income taxes expense                 92          0.1 %          458          0.3 %        1,454          0.9 %
Net loss                      $ (15,148 )      (15.5 )%   $  (6,265 )       (4.4 )%   $ (44,834 )      (27.7 )%



Comparison of the year ended December 31, 2021 to the year ended December 31, 2020

Net sales - Net sales were $138.6 million and $162.0 million for the years ended
December 31, 2020 and 2021, respectively, representing an increase of $23.4
million or 16.9%. The increase in net sales for the year ended December 31, 2021
over the comparative period was primarily due to revenue increase from sales of
PV components of $10.7 million, revenue increase from roofing and solar systems
installation of $29.0 million and partially net off by the decrease of revenue
from the sale of PV projects of $19.9 million.



Cost of revenues - Cost of revenues was $121.8 million (87.8% of net sales) and
$151.4 million (93.4% of net sales) for the years ended December 31, 2020 and
2021, respectively, representing an increase of $29.6 million or 24.3%. The
increase in cost of goods sold was in consistent with the increase of net sales.



Gross profit - Our gross profit decreased from $16.9 million in the year ended
December 31, 2020 to $10.6 million in the year ended December 31, 2021. Gross
margins were 12.2% and 6.6% for the years ended December 31, 2020 and 2021,
respectively. The decrease in gross margin was primarily due to new business of
roofing and solar systems installation with a negative gross margin due to
inefficient operation at the beginning of the business.





  74






General and administrative expenses - General and administrative expenses were
$13.5 million (9.7% of net sale) and $41.8 million (25.8% of net sale) for the
years ended December 31, 2020 and 2021, respectively, representing an increase
of $28.3 million, or 209.6%. The increase was mainly due to the business of
zero-emission EVs in U.S. started from Oct 2020 and roofing and solar energy
systems installation business in U.S. from February 2021.



Sales, marketing and customer service expenses - Sales, marketing and customer
service expenses were $2.2 million (1.6% of net sales) and $7.6 million (4.7% of
net sales) for the years ended December 31, 2020 and 2021, respectively,
representing an increase of $5.4 million, or 245.5%. The increase in our sales,
marketing and customer service expenses was mainly due to the increase of
employees' salaries and the amortization of the cost of customer list and work
in process contracts purchased from the PDI.



Provision for credit loss - In 2020 and 2021, we accrued credit loss provision
of $1.1 million and $2.7 million, respectively. The increase was mainly due to
the provision for the accounts receivable generated from the new business of
sales of roofing and solar energy systems installation.



Interest expense, net - Interest expense net was $3.8 million (2.7% of net
sales) and $5.1 million (3.2% of net sales) for the years ended December 31,
2020 and 2021, respectively, representing an increase of $1.3 million, or 35.5%.
The increase was mainly due to the increase of our convertible bonds and
borrowings.



Net foreign exchange gain (loss) – We recorded a net foreign exchange loss of $5.4 million (3.9% of revenue) and a net foreign exchange gain of $2.7 million
(1.7% of net sales) for the years ended December 31, 2020 and 2021, respectively.

Other income or expenses - We generated other income of $2.8 million (2.0% of
net sales) and $0.5 million (0.3% of net sales) in the years ended December 31,
2020 and 2021. The other income in 2020 mainly represents the derecognition of
long age liabilities of $2.3 million.



Income tax expense -We had a provision for income taxes of $0.5 million (0.3% of
net sales) and $1.5 million (0.9% of net sales) for the years ended December 31,
2020 and 2021, respectively, representing an increase of $1.0 million, or
200.0%. The increase was mainly due to the increase in profit before tax of
our
subsidiary in Australia.



Net loss - For the foregoing reasons, we incurred a net loss of $44.8 million
(27.7% of net sales) for the year ended December 31, 2021, representing an
increase of net loss of $38.5 million compared to a net loss of $6.3 million
(4.4% of net sales) for the year ended December 31, 2020.



  B. Liquidity and Capital Resources



Cash and capital resources

Historically, we have funded our operations primarily through cash flows from bank borrowings, funding from the issuance of convertible bonds, operating activities, and proceeds from private placements and registered offerings.

From December 31, 2021we have had $17.8 million cash and cash equivalents and restricted cash.



We have recurring losses from operations. We have incurred a net loss of $44.8
million during the year ended December 31, 2021. As of December 31, 2021, we had
a working capital deficit of $90.0 million and the cash flow used in the
operation activities for the year ended December 31, 2021 was $27.5 million.
These conditions raise substantial doubt about the Company's ability to continue
as a going concern.



For the next 12 months from the issuance date of this report, we plan to
continue implementing various measures to boost revenue and control the cost and
expenses within an acceptable level. Such measures include: 1) negotiate with
potential buyers to sell certain PV solar projects; 2) negotiate with
convertible bond holder for postpone of repayments; 3) improve the profitability
of the business in US; 4) obtain equity financing from initial public offerings
of certain subsidiaries; 5) strictly control and reduce business, marketing and
advertising expenses and 6) seek for certain credit facilities.





  75






While management believes that the measures in the plans will be adequate to
allow us to meet our liquidity and cash flow requirements within one year after
the date that the consolidated financial statements are issued, there is no
assurance that the plans will be successfully implemented. If we fail to achieve
these goals, we may need additional financing to repay debt obligations and
execute our business plan, and we may not be able to obtain the necessary
additional capital on a timely basis, on acceptable terms, or at all. In the
event that financing sources are not available, or that we are unsuccessful in
increasing our gross profit margin and reducing operating losses, we may be
unable to implement our current plans for expansion, repay debt obligations or
respond to competitive pressures, any of which would have a material adverse
effect on our business, financial condition and results of operations and may
materially adversely affect our ability to continue as a going concern.



The consolidated financial statements do not include any adjustments related to
the recoverability and classification of recorded assets or the amounts and
classification of liabilities or any other adjustments that might be necessary
should we be unable to continue as a going concern.



A summary of the sources and uses of cash and cash equivalents is as follows:



                                                      For the year ended December 31,
                                                   2019              2020            2021
Net cash used in operating activities          $     (2,871 )     $    (5,650 )   $   (27,484 )
Net cash (used in) generated from investing
activities                                           (7,894 )           1,385          (8,866 )
Net cash generated from financing activities          9,520            40,794          18,425
Effect of exchange rate changes on cash                (351 )             250          (4,012 )
Net (decrease) increase in cash, cash
equivalents and restricted cash                $     (1,596 )     $    36,779     $   (21,937 )




Operating Activities


Net cash used in operating activities was $27.5 million for the year ended
December 31, 2021, primarily as a result of (i) net loss of $44.8 million, (ii)
increase in project assets of $6.0 million, (iii) increase in inventories of
$7.1 million, and (iv) increase in prepaid expenses and other assets of $4.6
million; the decrease was partially offset by (i) increase in accounts payable
of $8.5 million, (ii)increase in advance from customers of $3.6 million, (iii)
increase in accrued liabilities and other liabilities of $4.0 million, and
noncash adjustments mainly including (iv) depreciation and amortization of $7.3
million, (v) Provision for credit loss of $2.7 million, (vi) stock-based
compensation expenses of $5.8 million.



Net cash used in operating activities was $5.7 million for the year ended
December 31, 2020, primarily as a result of (i) net loss of $6.3 million, (ii)
change in accounts payable of $7.0 million, and (iii) change in advances from
customers of $17.6 million, (iv) reversal of warranty reserve of $1.5 million,
(v) gain on de-recognition of long-aged liabilities of $2.3 million; the
decrease was partially offset by (i) provision for prepaid and other current
assets of $1.1 million, (ii) change in project assets of $14.7 million, and
(iii) change in accrued liabilities and other liabilities of $9.7 million.



Net cash used in operating activities was $2.9 million for the year ended
December 31, 2019, primarily as a result of (i) net loss of $15.1 million, (ii)
change in tax penalty of $6.9 million, and (iii) change in advance from
customers of $8.4 million, and (iv) change in inventories of $2.0 million; the
decrease was partially offset by (i) change in accounts payable of $7.8
million,(ii) Provision for prepaid and other current assets of $ 4.1 million,
(iii) change in notes receivable of $4.8 million, (iv) change in project assets
of $3.3 million, and (v) change in accounts receivable of $3.1 million.



Investing Activities



Net cash used in investing activities was $8.9 million for the year ended
December 31, 2021, primarily as a result of the cash paid for asset purchase of
PDI in the amount of $8.0 million and purchase of property, plant and equipment
of $1.3 million, partially offset by proceeds from disposal of property and
equipment of $0.5 million.





  76





Net cash generated by investing activities was $1.4 million for the year ended
December 31, 2020mainly following the disposal of a subsidiary.



Net cash used in investing activities was $7.9 million for the year ended
December 31, 2019, primarily as a result of the acquisition of PV station in
Greece of $8.3 million and acquisitions of property, plant and equipment of $4.8
million, partially offset by proceeds from sale of cryptocurrencies of $3.6
million and proceeds from disposal of affiliated entities of $4.5 million.

Financing Activities


Net cash generated from financing activities was $18.4 million for the year
ended December 31, 2021, primarily consisted of (i) proceeds from issuance of
ordinary shares of $13.6 million, (ii) proceeds from issuance of convertible
note of $16.0 million, (iii) net proceeds from line of credit and loans payable
of $1.6 million and (iv) proceeds from exercise of options issued to Lighting
Charm Limited during disposition of SPI China of $1.1 million, partially offset
by repayment of convertible notes of $13.9 million.



Net cash generated from financing activities was $40.8 million for the year
ended December 31, 2020, primarily consisted of (i) proceeds from issuance of
ordinary shares of $46.8 million, (ii) proceeds from issuance of convertible
note of $2.0 million, partially offset by (i) repayment of convertible notes of
$7.6 million and (ii) net repayment of line of credit and loans payable of
$1.0
million.


Net cash generated from financing activities was $9.5 million for the year ended
December 31, 2019, primarily the result of proceeds from issuance of ordinary
shares of $7.7 million and proceeds from issuance of convertible bond of $1.3
million.



Capital Expenditures



We incurred capital expenditures of $4.8 million, $0.2 million and $9.3 million
in 2019, 2020 and 2021, respectively. Capital commitments amounted to
approximately $2.0 million as of December 31, 2021. These capital commitments
will be used primarily for the construction of our solar projects. We expect to
finance construction of these projects using cash from our operations and
private placements, registered offerings, bank borrowings as well as other
third-party financing options.



Trend information



Our operating results substantially depend on revenues derived from sales of PV
project assets, provision of electricity, our Australian subsidiary's trading of
PV components, and our U.S. subsidiary's business on roofing and solar energy
systems installation and sales and leasing of EVs, respectively. As the COVID-19
spread continues, the measures implemented to curb the spread of the virus have
resulted in supply chain disruptions, insufficient work force and suspended
manufacturing and construction works for solar industry. In light of the rapidly
changing situation across different countries and regions, it remains difficult
to estimate the duration and magnitude of COVID-19 impact.



Other than as disclosed elsewhere in this annual report, we are not aware of any
trends, uncertainties, demands, commitments or events for 2021 that are
reasonably likely to have a material effect on our net revenues, income,
profitability, liquidity or capital resources, or that would cause reported
consolidated financial information not necessarily to be indicative of future
operating results or financial conditions.



Off-balance sheet arrangements



We have not entered into any financial guarantees or other commitments to
guarantee the payment obligations of any third parties. We have not entered into
any derivative contracts that are indexed to our own shares and classified as
shareholder's equity, or that are not reflected in our consolidated financial
statements. We do not have any retained or contingent interest in assets
transferred to an unconsolidated entity that serves as credit, liquidity or
market risk support to such entity. We do not have any variable interest in any
unconsolidated entity that provides financing, liquidity, market risk or credit
support to us or engages in leasing, hedging or research and development
services with us.





  77





Tabular disclosure of contractual obligations



The following table sets forth our contractual obligations as of December 31,
2021:



                                                           Payment due by period
                                                less than                                      more than 5
Contractual Obligations             Total         1 year        1-3 years       3-5 years         years
                                                              ($ in thousands)
Convertible bonds                 $  49,040     $   49,040     $         -     $         -     $         -
Short-term borrowings                 8,788          8,788               -               -               -
Long-term debt obligations           13,132            332             881           6,173           5,746
Operating lease obligations          21,628          2,305           4,381 
         4,440          10,502
Capital commitment                    1,992          1,992               -               -               -
Due to an affiliate                  61,219         61,219               -               -               -
Total                             $ 155,799     $  123,676     $     5,262     $    10,613     $    16,248

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