Share-Based Payment Arrangements | 19. SHARE-BASED PAYMENT ARRANGEMENTS Employee Share Option Plan Under the Company’s 2014 employee share option plan (the “2014 Plan”), qualified employees of the Company and its subsidiaries were granted 7,050,211 options (representing 14,100,422 ordinary shares, an equivalent of 564,017 ADSs) from July 2010 to July 2016. The vesting period is four years . If the options remain unexercised after a period of ten years from the date of grant, the options expire. Options are forfeited if the employee leaves the Company before the options vest. Options pursuant to the 2014 plan are also vested in full or forfeited as of December 31, 2022 and 2023. 2014 Plan Information on employee share options granted from the 2014 Plan is as follows. Each option entitles the holder to subscribe for two ordinary shares of the Company: For the Year Ended December 31 2021 2022 2023 Number of Weighted- Number of Weighted- Number of Weighted- Balance at January 1 533,629 $ 17.88 487,829 $ 17.88 371,569 $ 22.00 Options expired — — ( 116,260 ) 8.38 ( 48,800 ) 17.08 Options exercised ( 45,800 ) 5.38 — — — — Balance at December 31 487,829 17.88 371,569 22.00 322,769 22.74 Options exercisable, 487,829 17.88 371,569 22.00 322,769 22.74 2017 Plan Under the Company’s 2017 employee share option plan (the “2017 Plan”), qualified employees of the Company and its subsidiaries were granted 825,833 options (representing 825,833 ordinary shares, an equivalent of 33,033 ADS) in September 2017. The vesting period is two years . If the options remain unexercised after a period of ten years from the date of grant, the options expire. Options are forfeited if the employee leaves the Company before the options vest. Options granted pursuant to the 2017 Plan are all either vested in full or forfeited as of December 31, 2022 and 2023. Information on employee share options granted from the 2017 Plan is as follows. Each option entitles the holder to subscribe for one ordinary share of the Company: For the Year Ended December 31 2021 2022 2023 Number of Weighted- Number of Weighted- Number of Weighted- Balance at January 1 20,048 $ 31.90 20,048 $ 31.90 20,048 $ 31.90 Options forfeited — — — — ( 333 ) 31.90 Balance at December 31 20,048 31.90 20,048 31.90 19,715 31.90 Options exercisable, 20,048 31.90 20,048 31.90 19,715 31.90 2020 Equity Incentive Plan On December 10, 2020, the Board of Directors (the “Board”) of the Company approved the Company’s 2020 Equity Incentive Plan (the “2020 EIP”). The 2020 EIP, among other things, provides for the grant of restricted stock awards, stock options and other equity-based awards to employees, officers, directors and consultants. The vesting period is up to four years or determination that a different vesting schedule shall apply, subject to discretion of Administrator. If the options remain unexercised after a period of ten years from the date of grant, the options expire. Options are forfeited if the employee leaves the Company before the options vest. Each option entitles the holder to subscribe for one ADS of the Company. The options granted are valid for 10 years. No performance conditions were attached to the plan. No more than 62,030,922 ordinary shares (an equivalent of 2,481,237 ADSs) may be issued under the 2020 EIP upon the exercise of options. In addition, the number of ordinary shares reserved for issuance under the 2020 EIP will automatically increase on January 1 of each year, commencing on January 1, 2022, and ending on (and including) January 1, 2030, in an amount equal to 4 % of the total number of ordinary shares outstanding on December 31 of the preceding calendar year. The Board may determine prior to January 1 of a given year that there will be no increase for such year or that the increase for such year will be a lesser number of ordinary shares. In connection with the approval of the 2020 EIP, the maximum number of ordinary shares that may be issued under the 2020 EIP was originally 20,676,974 ordinary shares (an equivalent of 827,079 ADSs). The Board determined that there would be no increase as from January 1, 2021. As from January 1, 2022 and January 1, 2023, there was be an options increase of 13,948,935 ordinary shares (an equivalent of 557,958 ADSs), which represents 4 % of the total outstanding ordinary shares as of December 31, 2021 and December 31, 2022. On December 15, 2020, 764,812 ADSs were granted under the Company’s 2020 EIP. During the year ended December 31, 2021, 56,400 ADSs were granted under the Company’s 2020 EIP, respectively. On January 1, 2022, and on July 1, 2022, 355,030 ADSs and 143,600 ADSs were granted, respectively. On January 1, 2023, on May 1, 2023 and on July 1, 2023, 407,226 ADSs, 370,000 ADSs and 9,600 ADSs were granted, respectively. If an award under the 2020 EIP, expires, lapses or is terminated, exchanged for cash, surrendered, repurchased, cancelled without having been fully exercised, forfeited or is withheld to satisfy a tax withholding obligation in connection with an award or to satisfy a purchase or exercise price of an award, any unused shares subject to the award will, as applicable, become or again be available for new grants under the 2020 EIP. Awards granted under the 2020 EIP in substitution for any options or other equity or equity-based awards granted by an entity before the entity’s merger or consolidation with the Company or the Company’s acquisition of the entity’s property or stock will not reduce the number of ordinary shares available for grant under the 2020 EIP, but will count against the maximum number of ordinary shares that may be issued upon the exercise of incentive stock options. References in this summary to ordinary shares include an equivalent number of the Company’s ADSs. In July 2022, the Remuneration Committee of the Board noted that the exercise price of options previously granted to certain officers and employees of the Company significantly exceeded the current fair market value of the underlying ADS (the “Underwater Options”). In accordance with its powers authorized under the 2020 EIP, the Remuneration Committee therefore resolved to lower the per ADS exercise price of the Underwater Options, believing this to be in the best interests of the Company and its shareholders to motivate and restore incentives for the holders of the Underwater Options. It thus resolved to amend each Underwater Option to reduce the exercise price of each to $ 2.60 per ADS for the 2020 EIP, being the Fair Market Value of the Company’s ADSs effective on the closest trading day to the date of the resolution. The incremental fair value of $ 279,636 has been recognized as an expense over the period from the modification date to the end of vesting period. The expense for the original option grant will be recognized as if the terms had not been modified. The fair value of the modified options was determined using the same models and principles as described below. Information on employee share options granted under the 2020 EIP is as follows. Each option entitles the holder to subscribe for one ADS of the Company: For the Year Ended 2021 2022 2023 Number of Weighted- Number of Weighted- Number of Weighted- Balance at January 1 764,812 $ 10.30 804,312 $ 2.60 1,154,068 $ 2.59 Options granted 56,400 16.20 498,630 2.57 786,827 2.93 Options forfeited ( 16,200 ) 10.30 ( 148,874 ) 2.60 ( 11,375 ) 2.33 Options exercised ( 700 ) 10.30 — — — — Balance at December 31 804,312 $ 10.30 1,154,068 $ 2.59 1,929,520 $ 2.73 Options exercisable, end of period 299,505 $ 10.30 408,964 $ 2.59 803,797 $ 2.59 Weighted-average fair value of each option granted $ 13.15 $ 2.59 $ 2.73 Information on outstanding options as of December 31, 2023 is as follows: Jul Jul Jul Jul Dec Jan - Jul Jan - Jul Jan - Jul Range of $ 6.80 $ 6.80 -$ 9.40 $ 11.30 $ 6.40 $ 2.60 $ 2.60 $ 2.50 -$ 2.60 $ 1.80 -$ 4.15 Weighted- 0.5 1.5 2.5 3.73 6.96 7.21 8.26 9.29 Options granted in the 2014 Plan, the 2017 Plan, and the 2020 EIP were priced using the binomial option pricing model, and the inputs to the model were as follows: Jul Jul Jul Jul Dec Jan- Jan- Jan- Grant- $ 6.80 $ 9.40 $ 11.30 $ 6.40 $ 11.10 $ 11.75 -$ 20.60 $ 2.50 -$ 5.60 $ 1.80 -$ 4.15 Exercise $ 6.80 $ 6.80 -$ 9.40 $ 11.30 $ 6.40 $ 2.60 $ 2.60 $ 2.50 -$ 2.60 $ 1.80 -$ 4.15 Expected volatility 50.86 % 36.37 % 39.34 % 38.33 % 66.25 % 59.99 %- 64.92 % 118.2 %- 122.1 % 118.8 % - 133.5 % Expected 10 10 10 10 5.25 - 7 5.25 - 7 5.25 - 7 5.5 - 7 Risk-free 2.58 % 2.43 % 1.46 % 1.10 % 3.05 %- 3.06 % 3.05 %- 3.06 % 2.90 %- 3.06 % 3.58 %- 3.97 % Expected volatility was based on the average annualized historical share price volatility of comparable companies before the grant date. The expected life used in the model has been adjusted, based on management’s best estimate. Compensation costs recognized for the years ended December 31, 2021, 2022 and 2023, were $ 2,428,128 , $ 2,443,894 and $ 2,769,279 respectively. Long Term Incentive Plan The Company maintains the Senior Management Team (SMT) Long Term Incentive Plans (LTIP), pursuant to which bonus entitlement unit awards were granted in 2017, 2018, and 2019. On August 23, 2017, and February 1, 2018, the Company granted 1,462,000 and 104,000 ordinary shares (an equivalent to 58,480 ADSs and 4,160 ADSs) bonus entitlement units to the Company’s executive officers pursuant to the 2017 LTIP, respectively. On July 30, 2018, the Company granted 48,228 ADSs bonus entitlement units to the executive officers pursuant to the 2018 LTIP, and on July 30, 2019, the Company granted 98,204 ADSs bonus entitlement units to the executive officers pursuant to the 2019 LTIP. Upon vesting and redemption, each unit award is converted into a cash payment equal to the number of units multiplied by the per-share fair market value of the Company’s ordinary shares on the day following the Company’s receipt of a redemption notice. The bonus entitlement unit awards granted pursuant to the 2017 LTIP, the 2018 LTIP and the 2019 LTIP are all either vested in full or forfeited as of December 31, 2023. Up to date, total 56,700 ADSs bonus entitlement units have been forfeited or lapsed and total 62,910 ADSs bonus entitlement units have been redeemed as of December 31, 2023. The quoted fair value on the reporting date is based on the closing price per ADS of $ 1.80 and $ 0.52 as of December 31, 2022, and December 31, 2023, respectively. The LTIPs qualify as cash-settled share-based payment transactions. The Company recognizes the liabilities in respect of its obligations under the LTIPs, which are measured based on the Company’s quoted market price of its ADSs at the reporting date, and takes into account the extent to which the services have been rendered to date. The Company recognized total benefit of $ 66,079 in 2023 and recognized total benefits of $ 234,761, $ 467,134 and $ 66,079 in respect of the LTIPs for the years ended December 31, 2021, 2022 and 2023. As of December 31, 2022, and December 31, 2023, the Company recognized compensation liabilities of $ 234,448 and $ 46,699 as other payables (Note 12). The total intrinsic value at December 31, 2023 and 2022 was $ 234,448 and $ 46,699 , respectively. The Company’s LTIP is described as follows: Number of ADSs units 2021 2022 2023 Balance at January 1 148,906 144,147 144,147 Awards exercised ( 4,759 ) — ( 40,788 ) Awards lapsed — — ( 13,897 ) Balance at December 31 144,147 144,147 89,462 Balance exercisable, end of period 144,147 144,147 89,462 |