Attachment: ANNUAL REPORT


Exhibit 8.1

 

List of Subsidiaries of the Company

 

Name of Entity   Jurisdiction of 
Incorporation/Organization
LK Technology Ltd.   British Virgin Islands
Dream Beyond Global Limited   British Virgin Islands
Superengine Holding Limited   British Virgin Islands
Saleya Holding Limited   British Virgin Islands
BOTBRAIN AI LIMITED   British Virgin Islands
BOTBRAIN LIMITED   Hong Kong
MMB Limited   Hong Kong
Mobile Media (China) Limited   Hong Kong
Beijing Luokuang Spatial-Temporal Data Technology Co., Ltd.   Beijing, PRC
Shenzhen Luokung Technology Co., Ltd.   Shenzhen, PRC
Yunnan Luokung Technology Co., Ltd.   Yunnan, PRC
DMG Infotech Co., Ltd   Beijing, PRC
Beijing BotBrain AI Information Technology Ltd.   Beijing, PRC
Beijing Zhong Chuan Shi Xun Technology Co., Ltd.  (VIE Entity)   Beijing, PRC
Beijing BotBrain AI Technology Co., Ltd.  (VIE Entity)   Beijing, PRC
eMapgo Technologies (Beijing) Co., Ltd.  (VIE Entity)   Beijing, PRC
Jiangsu Zhong Chuan Rui You Information and Technology Co., Ltd.  (VIE Entity)   Jiangsu, PRC
Huoerguosi Luokung Information and Technology Co., Ltd. (VIE Entity)   Huoerguosi, PRC
Shenzhen Jiu Zhou Shi Dai Digital and Technology Co., Ltd. (VIE Entity)   Shenzhen, PRC
Shanghai PICO AI Technology Co., Ltd. (VIE Entity)   Shanghai, PRC
Luokung Zhitong Technology Co., Ltd. (VIE Entity)   Beijing, PRC
Beijing Yuanli Anda Technology Co., Ltd. (VIE Entity)   Beijing, PRC
Beijing Wave Function Culture Development Co., Ltd  (VIE Entity)   Beijing, PRC
Yunnan Wave Function Technology Co., Ltd  (VIE Entity)   Yunnan, PRC
Nanjing BotBrain AI Technology Co., Ltd. (VIE Entity)   Nanjing, PRC
Beijing GWIN Digital Technology Co., Ltd. (VIE Entity)   Beijing, PRC
Luokung Remote Sensing Technology Co., Ltd. (VIE Entity)   Yunnan, PRC
Superengine Graphics Software Technology Development (Suzhou) Co., Ltd.  (Contractual Control Entity)   Suzhou, PRC
Anhui Superengine Intelligent Technology co., Ltd. (Contractual Control Entity)   Anhui, PRC
SuperEngine (Hainan) Technology Development Co., Ltd. (Contractual Control Entity)   Hainan, PRC
Luokung Datong Data Technology Co., Ltd. (Contractual Control Entity)   Beijing, PRC

 


Exhibit 12.1

 

Certification by the Chief Executive Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

I, Xuesong Song, the Chief Executive Officer of Luokung Technology Corp. (the “Company”), certify that:

 

1. I have reviewed this annual report on Form 20-F of 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 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 transition 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 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: May 17, 2022

 

By: /s/ Xuesong Song  
  Xuesong Song  
  Chief Executive Officer  
  (principal executive officer)  

 

 

 


Exhibit 12.2

 

Certification by the Chief Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

I, Jie Yu, the Chief Financial Officer of Luokung Technology Corp. (the “Company”), certify that:

 

1. I have reviewed this annual report on Form 20-F of 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 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 transition 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 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: May 17, 2022

 

By: /s/ Jie Yu  
  Jie Yu  
  Chief Financial Officer  
  (principal financial officer and
principal accounting officer)
 

 


Exhibit 13.1

 

Certification by the Chief Executive Officer

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

In connection with the annual report on Form 20-F of Luokung Technology Corp. (the “Company”) for the year ended December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Xuesong Song, Chairman and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

 

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) 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.

 

Date: May 17, 2022

 

By: /s/ Xuesong Song  
  Xuesong Song  
  Chief Executive Officer  
  (principal executive officer)  

 


Exhibit 13.2

 

Certification by the Chief Financial Officer

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

In connection with the annual report on Form 20-F of Luokung Technology Corp. (the “Company”) for the year ended December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jie Yu, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

 

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) 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.

 

Date: May 17, 2022

 

By: /s/ Jie Yu  
  Jie Yu  
  Chief Financial Officer  
  (principal financial officer and
principal accounting officer)
 

 


Exhibit 15.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in Registration Statements on Form F-3 (File Nos.: 333-231127, 333-233108 and 333-258976) and Registration Statements on Form S-8 (File Nos.: 333-225825 and 333-237739) of our reports dated May 17, 2022 relating to the consolidated financial statements and the internal control over finanical reporting of Luokung Technology Corp. and subsidiaries as of December 31, 2021 and for the year ended December 31, 2021 appearing in this Annual Report on Form 20-F of Luokung Technology Corp. for the year ended December 31, 2021.

 

  /s/ MSPC
  MSPC
  Certified Public Accountants and Advisors, A Professional Corporation
  May 17, 2022

 


Exhibit 15.2

 

Your Ref:

 

Our Ref: 126341/2022/GEN/ATGCO00F

 

May 17, 2022

 

The Board of Directors

Luokung Technology Corp.

B9-8, Block B, SOHO phase II

No. 9 Guanghua Road

Chaoyang District

Beijing

People’s Republic of China

 

Consent of Independent Registered Public Accounting Firm

 

We consent to the incorporation by reference in Registration Statements on Form F-3 (File Nos.: 333-231127, 333-233108 and 333-258976) and Registration Statements on Form S-8 (File Nos.: 333-225825 and 333-237739) of our report dated May 14, 2021 relating to the consolidated financial statements of Luokung Technology Corp. and subsidiaries as of December 31, 2020 and for the years ended December 31, 2020 and 2019 appearing in this Annual Report on Form 20-F of Luokung Technology Corp. for the year ended December 31, 2021.

 

/s/ Moore Stephens CPA Limited

 

Certified Public Accountants

Hong Kong

May 17, 2022


lkco-20211231.xsd
Attachment: XBRL SCHEMA FILE


lkco-20211231_cal.xml
Attachment: XBRL CALCULATION FILE


lkco-20211231_def.xml
Attachment: XBRL DEFINITION FILE


lkco-20211231_lab.xml
Attachment: XBRL LABEL FILE


lkco-20211231_pre.xml
Attachment: XBRL PRESENTATION FILE