Pay Versus Performance
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid” and certain financial performance of the Company. For information on our executive compensation program and the Compensation Committee’s approach, refer to “Exectuvie Compensation.”
| Year(1) | Summary | Compensation | Average | Average | Value of | Net Income | |||||||||||||
| 2025 | $ | 495,000 | $ | 1,140,142 | $ | 230,013 | $ | 484,960 | $ | 117.65 | $ | (839,929 | ) | ||||||
| 2024 | $ | 1,455,000 | $ | 596,549 | $ | 612,404 | $ | 281,622 | $ | 69.36 | $ | (2,041,926 | ) | ||||||
| 2023 | $ | 1,087,242 | $ | 440,940 | $ | 480,909 | $ | 215,165 | $ | 76.32 | $ | 2,419,623 |
| ||||||
(1) For each of the three fiscal years presented in the above table, Choi Lin Hung was our Principal Executive Officer, or “PEO,” and our non-PEO named executive officers, or the “Non-PEO NEOs,” were Gilber K. Lee, Wei (“Kitty”) Yang, and Ng Tsze Lun.
(2) The dollar amounts reported in this column are the amounts of total compensation reported for our PEO for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation — Executive Compensation Tables.”
(3) The dollar amounts reported in this column represent the amount of “compensation actually paid” to the PEO, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the PEO during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the PEO’s total compensation for each year to determine the compensation actually paid:
| Year | Reported | Reported | Equity | Compensation | |||||||||
| 2025 | $ | 495,000 | $ |
| $ | 645,142 |
| $ | 1,140,142 | ||||
| 2024 | $ | 1,455,000 | $ | 960,000 | $ | 101,549 |
| $ | 596,549 | ||||
| 2023 | $ | 1,087,242 | $ | 596,875 | $ | (49,427 | ) | $ | 440,940 | ||||
(a) The grant date fair value of equity awards represents the total of the amounts reported in the “Option Awards” columns in the Summary Compensation Table for the applicable year.
(b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:
| Year | Year End | Changes in | Fair Value | Change in | Fair Value | Dollar | Total Equity | |||||||||||||||||
| 2025 | $ |
| $ | 108,800 |
| $ | 493,842 | $ | 42,500 |
| $ |
| $ |
| $ | 645,142 |
| |||||||
| 2024 | $ | 6,260 | $ | (205,000 | ) | $ | 300,389 | $ |
|
| $ |
| $ |
| $ | 101,549 |
| |||||||
| 2023 | $ | 36,166 | $ | (108,188 | ) | $ | 130,783 | $ | (108,188 | ) | $ |
| $ |
| $ | (49,427 | ) | |||||||
(4) The dollar amounts reported in this column represent the average of the amounts reported for the Company’s Non-PEO NEOs as a group in the “Total” column of the Summary Compensation Table in each applicable year.
(5) The dollar amounts reported in this column represent the average amount of “compensation actually paid” to our Non-PEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the Non-PEO NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the Non-PEO NEOs as a group for each year to determine the compensation actually paid, using the same methodology described above in Note 3:
| Year | Average | Average | Average | Average | |||||||||
| 2025 | $ | 230,013 | $ |
| $ | 254,947 |
| $ | 484,960 | ||||
| 2024 | $ | 612,404 | $ |
| $ | 41,418 |
| $ | 281,622 | ||||
| 2023 | $ | 480,909 | $ | 245,117 | $ | (20,627 | ) | $ | 215,165 | ||||
(a) The amounts deducted or added in calculating the total average equity award adjustments are as follows:
| Year | Average | Average | Average | Average | Average | Average | Average | |||||||||||||||||
| 2025 | $ |
| $ | 42,183 |
| $ | 195,311 | $ | 17,453 |
| $ |
| $ |
| $ | 254,947 |
| |||||||
| 2024 | $ | 2,427 | $ | (84,187 | ) | $ | 123,178 | $ |
|
| $ |
| $ |
| $ | 41,418 |
| |||||||
| 2023 | $ | 14,852 | $ | (44,720 | ) | $ | 53,961 | $ | (44,720 | ) | $ |
| $ |
| $ | (20,627 | ) | |||||||
(6) The Total Shareholder Return (“TSR”) is determined based on the value of an initial fixed investment of $100 and is calculated in accordance with Item 201(e) of Regulation S-K over the measurement periods beginning on March 31, 2022 and ending on December 31, 2025, 2024, and 2023, respectively.
(7) The dollar amounts reported represent the amount of net income (loss) reflected in the Company’s audited financial statements for the applicable year.
| Year | Reported | Reported | Equity | Compensation | |||||||||
| 2025 | $ | 495,000 | $ |
| $ | 645,142 |
| $ | 1,140,142 | ||||
| 2024 | $ | 1,455,000 | $ | 960,000 | $ | 101,549 |
| $ | 596,549 | ||||
| 2023 | $ | 1,087,242 | $ | 596,875 | $ | (49,427 | ) | $ | 440,940 | ||||
(a) The grant date fair value of equity awards represents the total of the amounts reported in the “Option Awards” columns in the Summary Compensation Table for the applicable year.
(b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:
| Year | Year End | Changes in | Fair Value | Change in | Fair Value | Dollar | Total Equity | |||||||||||||||||
| 2025 | $ |
| $ | 108,800 |
| $ | 493,842 | $ | 42,500 |
| $ |
| $ |
| $ | 645,142 |
| |||||||
| 2024 | $ | 6,260 | $ | (205,000 | ) | $ | 300,389 | $ |
|
| $ |
| $ |
| $ | 101,549 |
| |||||||
| 2023 | $ | 36,166 | $ | (108,188 | ) | $ | 130,783 | $ | (108,188 | ) | $ |
| $ |
| $ | (49,427 | ) | |||||||
| Year | Average | Average | Average | Average | |||||||||
| 2025 | $ | 230,013 | $ |
| $ | 254,947 |
| $ | 484,960 | ||||
| 2024 | $ | 612,404 | $ |
| $ | 41,418 |
| $ | 281,622 | ||||
| 2023 | $ | 480,909 | $ | 245,117 | $ | (20,627 | ) | $ | 215,165 | ||||
(a) The amounts deducted or added in calculating the total average equity award adjustments are as follows:
| Year | Average | Average | Average | Average | Average | Average | Average | |||||||||||||||||
| 2025 | $ |
| $ | 42,183 |
| $ | 195,311 | $ | 17,453 |
| $ |
| $ |
| $ | 254,947 |
| |||||||
| 2024 | $ | 2,427 | $ | (84,187 | ) | $ | 123,178 | $ |
|
| $ |
| $ |
| $ | 41,418 |
| |||||||
| 2023 | $ | 14,852 | $ | (44,720 | ) | $ | 53,961 | $ | (44,720 | ) | $ |
| $ |
| $ | (20,627 | ) | |||||||
Compensation Actually Paid and Cumulative TSR
The following graph sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the three most recently completed fiscal years.
Compensation Actually Paid and Net Income (Loss)
The following graph sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s net income (loss) over the three most recently completed fiscal years.
| [1] | For each of the three fiscal years presented in the above table, Choi Lin Hung was our Principal Executive Officer, or “PEO,” and our non-PEO named executive officers, or the “Non-PEO NEOs,” were Gilber K. Lee, Wei (“Kitty”) Yang, and Ng Tsze Lun. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| [2] | The dollar amounts reported in this column are the amounts of total compensation reported for our PEO for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation — Executive Compensation Tables. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| [3] | The dollar amounts reported in this column represent the amount of “compensation actually paid” to the PEO, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the PEO during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the PEO’s total compensation for each year to determine the compensation actually paid:
(a) The grant date fair value of equity awards represents the total of the amounts reported in the “Option Awards” columns in the Summary Compensation Table for the applicable year. (b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| [4] | The dollar amounts reported in this column represent the average of the amounts reported for the Company’s Non-PEO NEOs as a group in the “Total” column of the Summary Compensation Table in each applicable year. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| [5] | The dollar amounts reported in this column represent the average amount of “compensation actually paid” to our Non-PEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the Non-PEO NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the Non-PEO NEOs as a group for each year to determine the compensation actually paid, using the same methodology described above in Note 3:
(a) The amounts deducted or added in calculating the total average equity award adjustments are as follows:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| [6] | The Total Shareholder Return (“TSR”) is determined based on the value of an initial fixed investment of $100 and is calculated in accordance with Item 201(e) of Regulation S-K over the measurement periods beginning on March 31, 2022 and ending on December 31, 2025, 2024, and 2023, respectively. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| [7] | The dollar amounts reported represent the amount of net income (loss) reflected in the Company’s audited financial statements for the applicable year. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| [8] | The grant date fair value of equity awards represents the total of the amounts reported in the “Option Awards” columns in the Summary Compensation Table for the applicable year. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| [9] | The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| [10] | The amounts deducted or added in calculating the total average equity award adjustments are as follows:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||