Share-Based Payment Arrangements | 21. SHARE-BASED PAYMENT ARRANGEMENTS Employee Share Option Plan Under the Company’s employee share option plan, qualified employees of the Company were granted 661,000 options in July 2010, 910,000 options in July 2011, 669,750 options in July 2012, 619,250 options in July 2013, 680,625 options in July 2014, 2,477,336 options in July 2015, 1,032,250 options in July 2016 and 825,833 options in September 2017. Each option entitles the holder to subscribe for one ordinary share of the Company. The options granted are valid for 10 years and exercisable at certain percentages once they have vested. No performance conditions were attached to the plan. The Company has no legal constructive obligation to repurchase or settle the options in cash. The board of directors of the Company, as of July 26, 2016, resolved to double the number of shares underlying each outstanding award granted previously to reflect the subdivision ratio of the share split made in connection with the corporate restructuring of May 27, 2016. The exercise price for each award previously granted was correspondingly adjusted by a decrease of 50%. The modification did not cause any incremental adjustments to the fair value of the granted awards. As of December 31, 2019, there are 13,841,879 ordinary shares issuable on the exercise of share options outstanding under the Company’s equity incentive plans. Information on employee share options granted from July 2010 to 2016 is as follows: For the Year Ended December 31 2017 2018 2019 Number of Options Weighted- average Exercise Price Number of Options Weighted- average Exercise Price Number of Options Weighted- average Exercise Price Balance at January 1 6,958,461 $ 1.42 6,887,523 $ 1.41 6,822,523 $ 1.41 Options forfeited (70,938 ) 1.95 (5,000 ) 2.13 (32,167 ) 2.26 Options exercised — — (60,000 ) 0.80 (120,000 ) 0.20 Balance at December 31 6,887,523 1.41 6,822,523 1.41 6,670,356 1.43 Options exercisable, end of period 5,825,816 1.30 6,595,294 1.38 6,670,356 1.43 Weighted-average fair value of options granted $ — $ — $ — Information on employee share options granted in September 2017 is as follows: For the Year Ended December 31 2018 2019 Number of Options Weighted- average Exercise Price Number of Options Weighted- average Exercise Price Balance at January 1 755,833 $ 1.28 698,167 $ 1.28 Options forfeited (57,666 ) 1.28 (197,000 ) 1.28 Balance at December 31 698,167 1.28 501,167 1.28 Options exercisable, end of period — — 501,167 1.28 Weighted-average fair value of options granted $ — $ — Information on outstanding options as of December 31, 2019 is as follows: July 2010 July 2011 July 2012 July 2013 July 2014 July 2015 July 2017 September 2018 Range of Exercise Price Weighted- average Remaining Contractual Life (Years) Range of Exercise Price Weighted- average Remaining Contractual Life (Years) Range of Exercise Price Weighted- average Remaining Contractual Life (Years) Range of Exercise Price Weighted- average Remaining Contractual Life (Years) Range of Exercise Price Weighted- average Remaining Contractual Life (Years) Range of Exercise Price Weighted- average Remaining Contractual Life (Years) Range of Exercise Price Weighted- average Remaining Contractual Life (Years) Range of Exercise Price Weighted- average Remaining Contractual Life (Years) $0.20-$0.80 0.5 $0.20-$0.80 1.5 $ 0.80 2.5 $0.80-$1.36 3.5 $ 1.36 4.5 $1.36-$1.88 5.5 $ 2.26 6.5 $ 1.28 7.7 Options granted in July of 2010, 2011, 2012, 2013, 2014, 2015, 2016 and September 2017 were priced using the binomial option pricing model, and the inputs to the model were as follows: July 2010 July 2011 July 2012 July 2013 July 2014 July 2015 July 2016 September 2017 Grant-date share price $ 0.80 $ 0.80 $ 1.25 $ 1.36 $ 1.36 $ 1.88 $ 2.26 $ 1.28 Exercise price $0.20-$0.80 $0.20-$0.80 $ 0.80 $0.80-$1.36 $ 1.36 $1.36-$1.88 $ 2.26 $ 1.28 Expected volatility 59.16 % 54.26%-54.44% 52.25 % 50.58 % 50.86 % 36.37 % 39.34 % 38.33 % Expected life (years) 10 10 10 10 10 10 10 10 Expected dividend yield — — — — — — — — Risk-free interest rate 2.954 % 2.96%-3.22% 1.61 % 2.5 % 2.58 % 2.43 % 1.46 % 1.1027 % Expected volatility was based on the average annualized historical share price volatility of comparable companies before the grant date. Compensation costs recognized for the years ended December 31, 2017, 2018 and 2019 were $769,595, $451,060 and $42,511, respectively. Long Term Incentive Plan On August 23, 2017 , July 30, 2018 and July 26, 2019 the Company’s board of directors approved the 2017 , 2018 and 2019 Senior Management Team (SMT) Long Term Incentive Plans (the “2017 LTIP” , “2018 LTIP” and “2019 LTIP” , and collectively, the “LTIPs”), respectively, which outlines awards that may be granted to qualified employees of the Company. These plans are applicable to the SMT of the Company and are used for long-term retention of key management. The LTIPs are each valid for ten years, and grantees of the bonus entitlement units can exercise their rights once they have vested. The Company shall pay the intrinsic value of the units awarded to the employees at the date of exercise of their awards, if redeemed by an employee. As of December 31, 2019, the Company has granted 1,566,000 bonus entitlement units under the 2017 LTIP. Of which, 1,462,000 units granted in 2017, will vest in thirds each year after the first, second, and third anniversary of the award and 104,000 units granted in 2018, will vest in halves each year after the second and third anniversary of the award. The value of the 2017 LTIP award is measured based on the quoted share price. On July 30, 2018, the board of directors approved the modification of the 2018 LTIP which retrospectively changes the share price Taiwan share price to ADS price at a 5:1 conversion ratio. The LTIP are consider cash-settled awards and are measured at fair value. The change in fair value from the modification was insignificant and was recognized immediately in profit or loss. The Company’s 2017 LTIP is described as follows: For the Year Ended December 31 2018 2019 Balance at January 1 1,462,000 1,479,334 Awards granted 104,000 — Awards forfeited (86,666 ) (319,333 ) Balance at December 31 1,479,334 1,160,001 Balance exercisable, end of period 400,667 815,000 As of December 31, 2019, there are 241,142 bonus entitlement units which have been granted under the 2018 LTIP by the Company. For the 241,142 units under the 2018 LTIP, they will vest in thirds each year after the first, second, and third anniversary of the award. The Company’s 2018 LTIP is described as follows: For the Year Ended December 31 2018 2019 Balance at January 1 — 241,142 Awards granted 241,142 — Awards forfeited — (73,053 ) Balance at December 31 241,142 168,089 Balance exercisable, end of period — 56,030 As of December 31, 2019, there are 491,020 bonus entitlement units which have been granted under the 2019 LTIP by the Company. For the 491,020 units under the 2019 LTIP, they will vest in thirds each year after the first, second, and third anniversary of the award. All of the 2019 LTIP granted bonus entitlement units remained outstanding as of December 31, 2019. The Company’s 2019 LTIP is described as follows: For the Year Ended December 31, 2019 Balance at January 1 — Awards granted 491,020 Balance at December 31 491,020 Balance exercisable, end of period — Each bonus entitlement unit grants the holders of the LTIPs a conditional right to receive an amount of cash equal to the per-unit fair market value of the Company’s ordinary shares and ADSs, respectively, on the settlement date. 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. Regarding the Company’s 2017, 2018 and 2019 LTIPs, the respective quoted fair value of the awards on the grant date was NT$33.45 (or $1.10) , $7.90 and $2.92, based on the Taiwan share price on August 23, 2017 , the closing price per ADS on July 30, 2018 and the closing price per ADS on July 30, 2019, respectively. The quoted fair value on the reporting date is based on the closing price per ADS of $3.60 and $2.03 as of December 31, 2018 and December 31, 2019, respectively. The Company recognized total expenses of $838,677 and $1,272 in respect of the LTIPs for the years ended December 31, 2018 and 2019, respectively. As of December 31, 2018 and 2019, the Company recognized compensation liabilities of $669,042 and $755,787 as current (classified as other payables), respectively, and $289,613 and $184,870 as non-current, respectively. |