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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/26/24 FGI Industries Ltd. 10-K 12/31/23 126:27M Toppan Merrill Bridge/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 2.36M
2: EX-10.20 Material Contract HTML 397K
3: EX-21.1 Subsidiaries List HTML 36K
4: EX-23.1 Consent of Expert or Counsel HTML 35K
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Awarded Compensation
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14: R1 Document and Entity Information HTML 113K
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Comprehensive Income
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Shareholders' Equity
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27: R14 Short-term Loans HTML 42K
28: R15 Shareholders' Equity HTML 49K
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43: R30 Leases (Tables) HTML 76K
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Parent (Details)
48: R35 Nature of Business and Organization - HTML 54K
Reorganization - General Information (Details)
49: R36 Nature of Business and Organization - HTML 42K
Reorganization - Shared Services Agreement
(Details)
50: R37 Nature of Business and Organization - HTML 71K
Reorganization - Tabular Disclosure (Details)
51: R38 Summary of Significant Accounting Policies - HTML 37K
Liquidity (Details)
52: R39 Summary of Significant Accounting Policies - HTML 40K
Foreign Currency Translation and Transaction
(Details)
53: R40 Summary of Significant Accounting Policies - Cash HTML 37K
(Details)
54: R41 Summary of Significant Accounting Policies - HTML 55K
Property and Equipment, Net (Details)
55: R42 Summary of Significant Accounting Policies - HTML 36K
Intangible Assets, Net (Details)
56: R43 Summary of Significant Accounting Policies - HTML 37K
Impairment for Long-lived Assets (Details)
57: R44 Summary of Significant Accounting Policies - HTML 38K
Revenues - General Information (Details)
58: R45 Summary of Significant Accounting Policies - HTML 50K
Revenues - Disaggregation by Product Line
(Details)
59: R46 Summary of Significant Accounting Policies - HTML 48K
Revenues - Disaggregation by Geographic Location
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60: R47 Summary of Significant Accounting Policies - HTML 52K
Assets by Geographic Location (Details)
61: R48 Summary of Significant Accounting Policies - HTML 36K
Shipping and Handling Costs (Details)
62: R49 Summary of Significant Accounting Policies - HTML 37K
Share-based Compensation (Details)
63: R50 Summary of Significant Accounting Policies - HTML 36K
Income Taxes (Details)
64: R51 Summary of Significant Accounting Policies - HTML 38K
Non-controlling Interests (Details)
65: R52 Summary of Significant Accounting Policies - HTML 81K
Earnings Per Share - Tabular Disclosure (Details)
66: R53 Summary of Significant Accounting Policies - HTML 41K
Earnings Per Share - Anti-dilutive Securities
(Details)
67: R54 Summary of Significant Accounting Policies - HTML 86K
Recently Issued Accounting Pronouncements
(Details)
68: R55 Accounts Receivable, Net - Composition (Details) HTML 44K
69: R56 Accounts Receivable, Net - Allowance for Doubtful HTML 42K
Accounts Roll Forward (Details)
70: R57 Accounts Receivable, Net - Accrued Defective HTML 39K
Return and Discount Accounts Roll Forward
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72: R59 Inventories, Net - Inventory Reserves Roll Forward HTML 41K
(Details)
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74: R61 Property and Equipment, Net - Composition HTML 56K
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75: R62 Property and Equipment, Net - Depreciation Expense HTML 37K
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76: R63 Leases - General Information (Details) HTML 39K
77: R64 Leases - Operating Lease Land from Affiliate HTML 45K
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79: R66 Leases - Assets and Liabilities (Details) HTML 44K
80: R67 Leases - Lease Term and Discount Rate (Details) HTML 39K
81: R68 Leases - Maturities of Operating Lease Liabilities HTML 50K
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82: R69 Leases - Gross Difference (Details) HTML 40K
83: R70 Short-term Loans - Guarantee (Details) HTML 39K
84: R71 Short-term Loans - Bank Loans (Details) HTML 74K
85: R72 Shareholders' Equity - General Information HTML 55K
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86: R73 Shareholders' Equity - Offerings (Details) HTML 53K
87: R74 Shareholders' Equity - Warrants - General HTML 62K
Information (Details)
88: R75 Shareholders' Equity - Warrants - Fair Value HTML 66K
Measurement Inputs and Techniques (Details)
89: R76 Stock-based Compensation - General Information HTML 54K
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90: R77 Stock-based Compensation - Restricted Share Units HTML 108K
- General Information (Details)
91: R78 Stock-based Compensation - Restricted Share Units HTML 46K
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92: R79 Stock-based Compensation - Restricted Share Units HTML 67K
- Summary (Details)
93: R80 Stock-based Compensation - Options - General HTML 108K
Information (Details)
94: R81 Stock-based Compensation - Options - Activity HTML 78K
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95: R82 Stock-based Compensation - Options - Fair Value HTML 38K
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96: R83 Stock-based Compensation - Options - Fair Value HTML 56K
Assumptions (Details)
97: R84 Stock-based Compensation - Share-based HTML 42K
Compensation Expense (Details)
98: R85 Stock-based Compensation - Unrecognized HTML 39K
Share-based Compensation Expense (Details)
99: R86 Income Taxes - Pre-tax Income (Details) HTML 45K
100: R87 Income Taxes - Components of Income Tax Expense HTML 62K
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101: R88 Income Taxes - Effective Income Tax Rate HTML 52K
Reconciliation (Details)
102: R89 Income Taxes - Deferred Tax Assets and Liabilities HTML 70K
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103: R90 Income Taxes - Operating Loss Carryforwards HTML 43K
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104: R91 Income Taxes - Unrecognized Tax Benefits (Details) HTML 39K
105: R92 Related Party Transactions and Balances - Purchase HTML 49K
from a Related Party (Details)
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from a Related Party (Details)
107: R94 Related Party Transactions and Balances - HTML 43K
Prepayments (Details)
108: R95 Related Party Transactions and Balances - Accounts HTML 44K
Payables (Details)
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Service and Miscellaneous Expenses - General
Information (Details)
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Service and Miscellaneous Expenses - Tabular
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Purchase (Details)
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Guarantee by Related Party (Details)
113: R100 Concentrations of Risks - Credit Risk (Details) HTML 65K
114: R101 Concentrations of Risks - Customer Concentration HTML 52K
Risk (Details)
115: R102 Concentrations of Risks - Vendor Concentration HTML 44K
Risk (Details)
116: R103 Segment Information (Details) HTML 36K
117: R104 Subsequent Events - Credit Line (Details) HTML 48K
118: R105 Subsequent Events - Share Options (Details) HTML 61K
119: R106 Subsequent Events - Restricted Stock Units HTML 50K
(Details)
120: R107 Pay vs Performance Disclosure HTML 47K
121: R108 Insider Trading Arrangements HTML 41K
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Exhibit 97
FGI INDUSTRIES LTD.
COMPENSATION RECOVERY POLICY
Effective November 30, 2023
The Board of Directors (the “Board”) of FGI Industries Ltd. (the “Company”) has adopted this Compensation Recovery Policy (this “Policy”) pursuant to Rule 10D-1 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), the Securities and Exchange Commission regulations promulgated thereunder, and applicable Nasdaq Stock Market (“Nasdaq”) listing standards. Subject to and in accordance with the terms of this Policy, upon a Recoupment Event, each Covered Executive shall be obligated to return to the Company, reasonably promptly, the amount of Erroneously Awarded Compensation that was received by such Covered Executive during the Lookback Period.
This Policy will be administered by the Board or, if so designated by the Board, the Compensation Committee of the Board, in which case references herein to the Board shall be deemed references to the Compensation Committee. Any determinations made by the Board or, if applicable, the Compensation Committee, will be final and binding on all affected individuals.
“Accounting Restatement” means an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements (commonly referred to as a “Big R” restatement), or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (commonly referred to as a “little r” restatement).
“Covered Executive” means each of the Company’s current and former executive officers who is or was designated as an officer of the Company in accordance with Rule 16a-1(f) of the Exchange Act.
“Erroneously Awarded Compensation” means, with respect to each Covered Executive in connection with an Accounting Restatement, the excess of the amount of Incentive-Based Compensation received by the Covered Executive during the Lookback Period over the amount of Incentive-Based Compensation that otherwise would have been received had it been determined based on the restated amounts, computed without regard to any taxes paid. For Incentive-Based Compensation based on stock price or total shareholder return, where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in an Accounting Restatement: (a) the amount must be based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or total shareholder return upon which the Incentive-Based Compensation was received; and (b) the Company must maintain documentation of the determination of that reasonable estimate and provide such documentation to Nasdaq.
“Financial Reporting Measures” are any measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures derived wholly or in part from such measures. Stock price and total shareholder return are also Financial Reporting Measures. A Financial Reporting Measure need not be presented within the financial statements or included in a filing with the SEC.
“Incentive-Based Compensation” is any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure.
“Lookback Period” means the three completed fiscal years immediately preceding the Required Restatement Date and any transition period (that results from a change in the Company’s fiscal year) of less than nine months within or immediately following those three completed fiscal years.
A “Recoupment Event” occurs when the Company is required to prepare an Accounting Restatement.
“Required Restatement Date” means the earlier to occur of: (a) the date the Company’s Board, a committee of the Board, or the officer(s) of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement, or (b) the date a court, regulator, or other legally authorized body directs the Company to prepare an Accounting Restatement.
“Section 409A” means Section 409A of the Internal Revenue Code and the regulations and guidance promulgated thereunder.
Amount Subject to Recovery
Incentive-Based Compensation that is subject to potential recovery under this Policy includes such compensation that is received by a Covered Executive (i) on or after the original effective date of this Policy (even if such Incentive-Based Compensation was approved, awarded or granted prior to the effective date), (ii) after the individual became a Covered Executive (iii) if that person served as a Covered Executive during the performance period for such Incentive-Based Compensation, and (iv) while the Company has a class of securities listed on a national securities exchange or national securities association.
The amount of Incentive-Based Compensation subject to recovery from a Covered Executive upon a Recoupment Event is the Erroneously Awarded Compensation, which amount shall be determined by the Board.
For purposes of this Policy, Incentive-Based Compensation is deemed “received” in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive-Based Compensation award is attained, even if the payment or grant of the Incentive-Based Compensation occurs after the end of that period.
Recovery of Erroneously Awarded Compensation
Promptly following a Recoupment Event, the Board will determine the amount of Erroneously Awarded Compensation for each Covered Executive, and the Company will provide each such Covered Executive with a written notice of such amount and a demand for repayment or return. Upon receipt of such notice, each affected Covered Executive shall promptly repay or return such Erroneously Awarded Compensation to the Company.
If such repayment or return is not made within a reasonable time, the Company shall recover Erroneously Awarded Compensation in a reasonable and prompt manner using any lawful method, which may include, without limitation:
| ● | requiring reimbursement of cash previously paid, as well as any Erroneously Awarded Compensation that is deferred and not yet payable, including any interest or earnings accrued; |
| ● | seeking recovery of any shares of Company stock that are Erroneously Awarded Compensation; |
| ● | seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer, or other disposition of any equity-based awards; |
| ● | offsetting such amount from any compensation the Company otherwise owes to the Covered Executive; |
| ● | cancelling outstanding vested or unvested equity awards; |
| ● | causing the forfeiture of any unpaid, vested or unvested, compensation; and |
| ● | taking any other remedial and recovery action permitted by law; |
provided that recovery of any Erroneously Awarded Compensation must be made in compliance with Section 409A. The applicable Covered Executive shall also be required to reimburse the Company for any and all expenses (including legal fees) reasonably incurred by the Company in recovering such Erroneously Awarded Compensation in accordance with the immediately preceding sentence.
Limited Exceptions
Erroneously Awarded Compensation will be recovered in accordance with this Policy unless the Board determines that recovery would be impracticable and one of the following conditions is met:
| ● | the direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered, provided the Company has first made a reasonable effort to recover the Erroneously Awarded Compensation; or |
| ● | the recovery would likely cause a U.S. tax-qualified retirement plan to fail to meet the requirements of Internal Revenue Code Sections 401(a)(13) and 411(a) and the regulations thereunder. |
Reliance on any of the above exemptions will further comply with applicable listing standards, including without limitation, documenting the reason for the impracticability and providing required documentation to Nasdaq.
No Insurance or Indemnification
The Company and its affiliates/subsidiaries will not, and each Covered Executive shall be required to acknowledge that the Company will not, indemnify any Covered Executive against the loss of any Erroneously Awarded Compensation (or related expenses incurred by the Covered Executive) pursuant to a recovery of Erroneously Awarded Compensation under this Policy, nor will it pay or reimburse a Covered Executive for any insurance premiums on any insurance policy obtained by the Covered Executive to protect against the forfeiture or recovery of any compensation pursuant to this Policy.
The Board is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable for the administration of this Policy. This Policy shall be applied and interpreted in a manner that is consistent with the requirements of Rule 10D-1 and any applicable regulations, rules or standards adopted by SEC or the rules of any national securities exchange or national securities association on which the Company’s securities are listed. In the event that this Policy does not meet the requirements of Rule 10D-1, the SEC regulations promulgated thereunder, or the rules of any national securities exchange or national securities association on which the Company’s securities are listed, this Policy shall be deemed to be amended to meet such requirements.
The Company will file all disclosures with respect to this Policy in accordance with the requirements of the federal securities laws, including the disclosure required by the applicable SEC rules and forms.
Indemnification of Policy Administrators
Any members of the Board who participate in the administration of this Policy shall not be personally liable for any action, determination or interpretation made with respect to this Policy and shall be fully indemnified by the Company to the fullest extent permitted under applicable law and Company policy with respect to any such action, determination or interpretation. The foregoing shall not limit any other rights to indemnification of the members of the Board under applicable law or Company policy.
Amendment; Termination
The Board may amend this Policy in its discretion and shall amend this Policy as it deems necessary to comply with the regulations adopted by the SEC under Rule 10D-1 and the rules of any national securities exchange or national securities association on which the Company’s securities are listed. The Board may terminate this Policy at any time. Notwithstanding anything herein to the contrary, no amendment or termination of this Policy shall be effective if that amendment or termination would cause the Company to violate any federal securities laws, SEC rules or the rules of any national securities exchange or national securities association on which the Company’s securities are listed.
The Board intends that this Policy will be applied to the fullest extent of the law. Any Incentive-Based Compensation provided for in an employment agreement or any other compensatory plan or agreement shall, as a
condition to the grant of any benefit thereunder, be subject to the terms of this Policy. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company pursuant to the terms of any similar policy in any employment agreement or other compensation plan or agreement and any other legal remedies available to the Company. This Policy is in addition to any other clawback or compensation recovery, recoupment or forfeiture policy in effect or that may be adopted by the Company from time to time, or any laws, rules or listing standards applicable to the Company, including without limitation, the Company’s right to recoup any bonus or other compensation subject to Section 304 of the Sarbanes-Oxley Act of 2022. To the extent that application of this Policy would provide for recovery of Erroneously Awarded Compensation that the Company recovers pursuant to another policy or provision, the amount that is recovered will be credited to the required recovery under this Policy.
This Policy shall be binding and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators or other legal representatives.
ACKNOWLEDGMENT TO
FGI INDUSTRIES LTD.
COMPENSATION RECOVERY POLICY
By signing below, the undersigned acknowledges and confirms that the undersigned has received and reviewed a copy of the FGI Industries Ltd. (the “Company”) Compensation Recovery Policy (as it may be amended and in effect from time to time, the “Policy”). By signing this Acknowledgement, the undersigned acknowledges and agrees that the undersigned is and will continue to be subject to the Policy and that the Policy will apply both during and after the undersigned’s employment with, and provision of services to, the Company.
In the event of any inconsistency between the Policy and the terms of any employment or other agreement to which the undersigned is a party, or the terms of any compensation plan, program or agreement under which any compensation has been granted, awarded, earned or paid, the terms of the Policy shall govern.
Further, by signing below, the undersigned acknowledges that the Company will not indemnify the undersigned against the loss of an Erroneously Awarded Compensation (as defined in the Policy) and agrees to abide by the terms of the Policy, including, without limitation, by forfeiting, returning and/or reimbursing any Erroneously Awarded Compensation (as defined in the Policy) to the Company to the extent required by, and in a manner consistent with, the Policy.
________________________________
Signature
________________________________
Printed Name
_________________________________
Date
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/26/24 | None on these Dates | ||
| For Period end: | 12/31/23 | |||
| 11/30/23 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/10/24 FGI Industries Ltd. 10-Q 3/31/24 114:10M Toppan Merrill Bridge/FA 4/09/24 FGI Industries Ltd. S-3 6:1.9M Toppan Merrill Bridge/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/17/23 FGI Industries Ltd. 10-K 12/31/22 121:11M Toppan Merrill Bridge/FA 12/01/22 FGI Industries Ltd. 8-K:1,2,9 11/25/22 12:474K Toppan Merrill/FA 11/14/22 FGI Industries Ltd. 10-Q 9/30/22 101:9.5M Toppan Merrill Bridge/FA 8/15/22 FGI Industries Ltd. 10-Q 6/30/22 100:9.2M Toppan Merrill Bridge/FA 5/13/22 FGI Industries Ltd. 10-Q 3/31/22 101:8.2M Toppan Merrill Bridge/FA 3/31/22 FGI Industries Ltd. 10-K 12/31/21 15:2.3M Toppan Merrill/FA 1/27/22 FGI Industries Ltd. 8-K:1,5,8,9 1/27/22 4:606K Toppan Merrill/FA 10/04/21 FGI Industries Ltd. S-1/A 22:5.7M Toppan Merrill/FA |