Share-based payment |
| a) | For the years ended December 31, 2024 and 2023, the Company’s share-based payment transactions were as follows: |
| | | | Quantity | | | | | | | | | granted | | | | | | | | | (Units) | | Contract | | Vesting | Type of arrangement | | Grant date | | (Note 1) | | Period | | Conditions | Employee share options | | 2017.1.1 | | 10,630 | | 5 years | | Note 2 | Employee share options | | 2018.1.1 | | 3,400 | | 5 years | | Note 2 | Employee share options | | 2019.1.1 | | 18,600 | | 5 years | | Note 2 | Employee share options | | 2021.10.5 | | 20,741 | | 5 years | | Note 3 | Employee share options | | 2021.10.5 | | 11,352 | | 5 years | | Note 2 | Employee share options | | 2022.2.23 | | 27,468 | | 5 years | | Note 2 |
Note 1: | Shares granted have been restated for the 10-to-1 reverse stock split effective April 15, 2024. |
Note 2: | Employee share options granting period and exercise conditions are as follows: |
| |
Accumulated maximum | |
| |
exercisable employee | |
Vesting period | |
share options | |
After 1 year | |
| 25 | % |
After 2 years | |
| 50 | % |
After 3 years | |
| 75 | % |
After 4 years | |
| 100 | % |
Note 3: |
Employee share options granting period and exercise conditions are as follows: |
| |
Accumulated maximum | |
| |
exercisable employee | |
Vesting period | |
share options | |
At the beginning of year 1 | |
| 25 | % |
At the beginning of year 2 | |
| 50 | % |
At the beginning of year 3 | |
| 75 | % |
At the beginning of year 4 | |
| 100 | % |
The share-based payment arrangements applied to Note 2 and
3 above are required to be settled by equity. | b) | For the year ended December 31, 2023, the Company offered non-employee share-based compensation to Innvotec Limited (“Innvotec”), an acquisition advisor, for its services related to procurement of SeeQuestor. The fee was set at $1,000,000, with 50% in cash and 50% in exchange for ordinary shares of the Company, issued at $9.28 per share (before effect of reverse split), with piggy-back registration rights. The related shares were issued to Innvotec in January 2024. |
| | | | Quantity | | | | | | | | | | Granted | | | | | | | | | | (Ordinary shares) | | | Contract | | Vesting | Type of arrangement | | Grant date | | (Note 1) | | | Period | | Conditions | Obtain professional service through share-based payment | | 2022.12 | | | 5,388 | | | Upon completion of services | | Upon completion of services |
Note 1: |
Shares have been restated for the 10-to-1 reverse stock split effective April 15, 2024. |
| c) | For the year ended December 31, 2024, the Company offered non-employee share-based compensation to Outside The Box Capital LLC (“OTB”) as settlement and full and final payment owed to OTB under the Marketing Service Agreement. Pursuant to the settlement agreement 6,371 ordinary shares of the Company were issued at $4.30 per share (after effect of reverse split). The related shares were issued to OTB in November 2024. |
| | | | Quantity | | | | | | | | | | Granted | | | | | | | | | | (Ordinary
| | | Contract | | Vesting | Type of arrangement | | Grant date | | shares) | | | Period | | Conditions | Obtain professional service through share-based payment | | 2024.10 | | | 6,371 | | | Upon completion of services | | Upon completion of services |
| d) | Share option activity under the Group’s stock-based compensation plans for employees is shown below: |
| |
2024 (Note 1) | | |
2023 (Note 1) | |
| |
No. of | | |
Weighted average exercise | | |
No. of | | |
Weighted average exercise | |
| |
options | | |
price | | |
Options | | |
Price | |
Options outstanding at January 1 | |
| 51,879 | | |
$ | 11.66 | | |
| 255,164 | | |
$ | 11.66 | |
Options granted | |
| - | | |
| - | | |
| - | | |
| - | |
Options exercised | |
| - | | |
| - | | |
| - | | |
| - | |
Options expired | |
| - | | |
| - | | |
| (123,395 | ) | |
| 11.66 | |
Options cancelled | |
| (1,458 | ) | |
| 11.66 | | |
| (79,890 | ) | |
| 11.66 | |
Options forfeited | |
| - | | |
| - | | |
| - | | |
| - | |
Options outstanding at December 31 | |
| 50,421 | | |
$ | 11.66 | | |
| 51,879 | | |
$ | 11.66 | |
Options exercisable at December 31 | |
| 50,421 | | |
$ | 11.66 | | |
| 41,879 | | |
$ | 11.66 | |
Note 1: | Shares options outstanding for the years and their exercise prices have been restated for the 10-to-1 reverse stock split effective April 15, 2024. |
Note 2: | As of December 31, 2024 and 2023, the weighted-average remaining contractual
period was 0.50 years and 1.50 years, respectively. |
|
e) |
Restricted stock units (RSU’s) activity
under the Group’s share-based compensation plans for employees is shown below: |
| |
2024 (Note 1) | | |
2023 (Note 1) | |
| |
No. of | | |
Weighted average fair Value | | |
No. of | | |
Weighted average fair Value | |
| |
Units | | |
(Note 4) | | |
Units | | |
(Note 4) | |
Outstanding at January 1 | |
| 38,833 | | |
$ | 3.03 | | |
| - | | |
| - | |
Granted | |
| 38,484 | | |
| 7.69 | | |
| 142,741 | | |
$ | 5.93 | |
Vested (Note 2) | |
| (76,719 | ) | |
| 5.34 | | |
| (103,908 | ) | |
| 7.02 | |
Forfeited | |
| (342 | ) | |
| 7.02 | | |
| - | | |
| - | |
Outstanding at December 31 | |
| 256 | | |
$ | 7.02 | | |
| 38,833 | | |
$ | 3.03 | |
Note 1: | RSU’s outstanding for the years and their weighted average fair value have been restated for the 10-to-1 reverse stock split effective April 15, 2024. |
Note 2: | As of December 31, 2024 and 2023, restricted stock units vested for which the underlying ordinary shares is yet to be issued are 11,545 and 3,818, respectively. For the years ended December 31, 2024 and 2023, restricted stock units for which the underlying ordinary shares were issued were 68,992 and 100,090, respectively. |
Note 3: | As of December 31, 2024 and 2023, the weighted-average remaining contractual period was 1.90 years and 0.57 years, respectively. |
Note 4: | The fair value of restricted stock units is the market price of the Company’s ordinary shares on the date of grant. |
| f) | Expenses incurred on share-based compensation for employees is shown below: |
| |
Year ended | | |
Year ended | | |
Year ended | |
| |
December 31, 2024 | | |
December 31, 2023 | | |
December 31, 2022 | |
Share option expenses | |
$ | - | | |
$ | 203,676 | | |
$ | 346,122 | |
RSU expenses | |
| 201,908 | | |
| 873,500 | | |
| - | |
| |
$ | 201,908 | | |
$ | 1,077,176 | | |
$ | 346,122 | |
|