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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/15/24 CN Energy Group. Inc. 20-F 9/30/23 113:10M Discount Edgar/FA |
Document/Exhibit Description Pages Size
1: 20-F Annual or Annual-Transition Report by a Foreign HTML 2.77M
Non-Canadian Issuer
2: EX-4.11 English Translation of Lease Agreement HTML 30K
3: EX-4.12 English Translation of Lease Agreement HTML 30K
4: EX-8.1 List of Subsidiaries HTML 30K
8: EX-13.1 Annual or Quarterly Report to Security Holders HTML 28K
9: EX-13.2 Annual or Quarterly Report to Security Holders HTML 28K
12: EX-97.1 Compensation Recovery Policy of the Registrant HTML 48K
5: EX-11.2 Insider Trading Policy of the Registrant HTML 176K
6: EX-12.1 Statement re: the Computation of Ratios HTML 31K
7: EX-12.2 Statement re: the Computation of Ratios HTML 31K
10: EX-15.1 Consent HTML 28K
11: EX-15.3 Consent HTML 27K
18: R1 Cover HTML 99K
19: R2 Consolidated Balance Sheets HTML 155K
20: R3 Consolidated Balance Sheets (Parenthetical) HTML 38K
21: R4 Consolidated Statements of Income (Loss) and HTML 151K
Comprehensive Income (Loss)
22: R5 Consolidated Statements of Changes in HTML 98K
Shareholders' Equity
23: R6 Consolidated Statements of Cash Flows HTML 161K
24: R7 Organization and nature of business HTML 68K
25: R8 Summary of significant accounting policies HTML 97K
26: R9 Accounts receivable net HTML 43K
27: R10 Inventories HTML 38K
28: R11 Advances to suppliers net HTML 44K
29: R12 Property, plant, and equipment, net HTML 42K
30: R13 Prepayment for property, plant and equipment HTML 30K
31: R14 Land use right, net HTML 41K
32: R15 Intangible assets net HTML 44K
33: R16 Long-term deposits HTML 37K
34: R17 Biological assets HTML 36K
35: R18 Acquisition of subsidiaries HTML 42K
36: R19 Short-term and long-term loans HTML 172K
37: R20 Convertible note HTML 34K
38: R21 Accrued expenses and other current liabilities HTML 37K
39: R22 Related party transactions HTML 41K
40: R23 Taxes HTML 71K
41: R24 Concentration of major customers and suppliers HTML 32K
42: R25 Leases HTML 44K
43: R26 Segment reporting HTML 43K
44: R27 Shareholders equity HTML 53K
45: R28 Commitments and contingencies HTML 34K
46: R29 Subsequent events HTML 31K
47: R30 Condensed financial information of the parent HTML 135K
company
48: R31 Significant accounting policies (Policies) HTML 149K
49: R32 Organization and nature of business (Tables) HTML 57K
50: R33 Summary of significant accounting policies HTML 49K
(Tables)
51: R34 Accounts receivable net (Tables) HTML 45K
52: R35 Inventories (Tables) HTML 38K
53: R36 Advances to suppliers net (Tables) HTML 45K
54: R37 Property plant and equipment net (Tables) HTML 41K
55: R38 Land use right, net (Tables) HTML 42K
56: R39 Intangible assets net (Tables) HTML 45K
57: R40 Long-term deposits (Tables) HTML 35K
58: R41 Biological assets (Tables) HTML 35K
59: R42 Acquisition of subsidiaries (Tables) HTML 42K
60: R43 Short-term and long-term loans (Tables) HTML 161K
61: R44 Accrued expenses and other current liabilities HTML 36K
(Tables)
62: R45 Taxes (Tables) HTML 68K
63: R46 Leases (Tables) HTML 44K
64: R47 Segment reporting (Tables) HTML 38K
65: R48 Condensed financial information of the parent HTML 135K
company (Tables)
66: R49 Organization and nature of business (Details) HTML 91K
67: R50 Organization and nature of business (Details HTML 56K
Narrative)
68: R51 Summary of significant accounting policies HTML 37K
(Details)
69: R52 Summary of significant accounting policies HTML 31K
(Details 1)
70: R53 Summary of significant accounting policies HTML 39K
(Details 2)
71: R54 Summary of significant accounting policies HTML 51K
(Details Narrative)
72: R55 Accounts receivable, net (Details) HTML 35K
73: R56 Accounts receivable, net (Details 1) HTML 35K
74: R57 Inventories (Details) HTML 38K
75: R58 Advances to suppliers, net (Details) HTML 33K
76: R59 Advances to suppliers, net (Details 1) HTML 35K
77: R60 Property, plant, and equipment, net (Details) HTML 44K
78: R61 Property, plant and equipment, net (Details HTML 30K
Narrative)
79: R62 Prepayment for property, plant and equipment HTML 31K
(Details Narrative)
80: R63 Land use right, net (Details) HTML 34K
81: R64 Land use right, net (Details 1) HTML 43K
82: R65 Land use right, net (Details Narrative) HTML 30K
83: R66 Intangible assets, net (Details) HTML 41K
84: R67 Intangible assets, net (Details 1) HTML 43K
85: R68 Long-term deposits (Details) HTML 33K
86: R69 Long-term deposits (Details Narrative) HTML 31K
87: R70 Biological assets (Details) HTML 32K
88: R71 Biological assets (Details Narrative) HTML 31K
89: R72 Acquisition of subsidiaries (Details) HTML 62K
90: R73 Short-term and long-term loans (Details) HTML 53K
91: R74 Short-term and long-term loans (Details 1) HTML 90K
92: R75 Convertible note (Details Narrative) HTML 49K
93: R76 Accrued expenses and other current liabilities HTML 37K
(Details)
94: R77 Related party transactions (Details Narrative) HTML 37K
95: R78 Taxes (Details) HTML 50K
96: R79 Taxes (Details 1) HTML 41K
97: R80 Taxes (Details 2) HTML 43K
98: R81 Taxes (Details Narrative) HTML 48K
99: R82 Concentration of major customers and suppliers HTML 52K
(Details Narrative)
100: R83 Leases (Details) HTML 36K
101: R84 Leases (Details 1) HTML 38K
102: R85 Leases (Details Narrative) HTML 40K
103: R86 Segment reporting (Details) HTML 40K
104: R87 Shareholders equity (Details Narrative) HTML 110K
105: R88 Commitments and contingencies (Details Narrative) HTML 35K
106: R89 Condensed financial information of the parent HTML 88K
company (Details)
107: R90 Condensed financial information of the parent HTML 75K
company (Details 1)
108: R91 Condensed financial information of the parent HTML 100K
company (Details 2)
110: XML IDEA XML File -- Filing Summary XML 198K
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EXHIBIT 97.1
CN ENERGY GROUP. INC.
COMPENSATION RECOVERY POLICY
Effective November 29, 2023
In accordance with Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Exchange Act Rule 10D-1, and the listing standards of the national securities exchange (the “Exchange”) on which the securities of CN Energy Group. Inc. (the “Company”) are listed, the Company’s Board of Directors (the “Board”) has adopted this Compensation Recovery Policy (the “Policy”).
Capitalized terms used in the Policy are defined in Section I below. The application of the Policy to Executive Officers is not discretionary, except to the limited extent provided in Section G below, and applies without regard to whether an Executive Officer was at fault.
A. Persons Covered by the Policy
The Policy is binding and enforceable against all Executive Officers. Each Executive Officer will be required to sign and return to the Company an acknowledgement that such Executive Officer will be bound by the terms and comply with the Policy. The failure to obtain such acknowledgement will have no impact on the applicability or enforceability of the Policy.
B. Administration of the Policy
The Compensation Committee of the Board (the “Committee”) has full-delegated authority to administer the Policy. The Committee is authorized to interpret and construe the Policy and to make all determinations necessary, appropriate, or advisable for the administration of the Policy. In addition, if determined in the discretion of the Board, the Policy may be administered by the independent members of the Board or another committee of the Board made up of independent members of the Board, in which case all references to the Committee will be deemed to refer to such independent members of the Board or such other Board committee. All determinations of the Committee will be final and binding and will be given the maximum deference permitted by law.
C. Accounting Restatements Requiring Application of the Policy
If the Company is required to prepare 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, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (an “Accounting Restatement”), then the Committee must determine the excess compensation, if any, that must be recovered (the “Excess Compensation”). The Company’s obligation to recover Excess Compensation is not dependent on if or when the restated financial statements are filed.
D. Compensation Covered by the Policy
The Policy applies to all Incentive-Based Compensation Received by an Executive Officer:
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| (a) | after beginning service as an Executive Officer; |
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| (b) | who served as an Executive Officer at any time during the performance period for that Incentive-Based Compensation; |
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| (c) | while the Company has a class of securities listed on the Exchange; |
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| (d) | during the three completed fiscal years immediately preceding the Accounting Restatement Determination Date. In addition to these last three completed fiscal years, the Policy must apply to any transition period (that results from a change in the Company’s fiscal year) within or immediately following those three completed fiscal years. However, a transition period between the last day of the Company’s previous fiscal year end and the first day of the Company’s new fiscal year that comprises a period of nine to 12 months would be deemed a completed fiscal year; and |
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| (e) | on or after October 2, 2023. |
E. Excess Compensation Subject to Recovery of the Policy
Excess Compensation is the amount of Incentive-Based Compensation Received that exceeds the amount of Incentive-Based Compensation that otherwise would have been Received had such Incentive-Based Compensation been determined based on the restated amounts (this is referred to in the listings standards as “erroneously awarded incentive-based compensation”) and must be computed without regard to any taxes paid.
To determine the amount of Excess Compensation for Incentive-Based Compensation based on stock price or total shareholder return, where it is not subject to mathematical recalculation directly from the information in an Accounting Restatement, 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 the Company must maintain documentation of the determination of that reasonable estimate and provide the documentation to the Exchange.
F. Repayment of Excess Compensation
The Company must recover Excess Compensation reasonably promptly and Executive Officers are required to repay Excess Compensation to the Company. Subject to applicable law, the Company may recover Excess Compensation by requiring the Executive Officer to repay such amount to the Company by direct payment to the Company or such other means or combination of means as the Committee determines to be appropriate (these determinations do not need to be identical as to each Executive Officer). These means may include:
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| (a) | requiring reimbursement of cash Incentive-Based Compensation previously paid; |
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| (b) | seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer, or other disposition of any equity-based awards; |
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| (c) | offsetting the amount to be recovered from any unpaid or future compensation to be paid by the Company or any affiliate of the Company to the Executive Officer; |
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| (d) | cancelling outstanding vested or unvested equity awards; and/or |
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| (e) | taking any other remedial and recovery action permitted by law, as determined by the Committee. |
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The repayment of Excess Compensation must be made by an Executive Officer notwithstanding any Executive Officer’s belief (whether or not legitimate) that the Excess Compensation had been previously earned under applicable law and therefore is not subject to recovery.
In addition to its rights to recovery under the Policy, the Company or any affiliate of the Company may take any legal actions it determines appropriate to enforce an Executive Officer’s obligations to the Company or its affiliate or to discipline an Executive Officer, including (without limitation) termination of employment, institution of civil proceedings, reporting of misconduct to appropriate governmental authorities, reduction of future compensation opportunities, or change in role. The decision to take any actions described in the preceding sentence will not be subject to the approval of the Committee and can be made by the Board, any committee of the Board, or any duly authorized officer of the Company or of any applicable affiliate of the Company.
G. Limited Exceptions to the Policy
The Company must recover Excess Compensation in accordance with the Policy except to the limited extent that any of the conditions set forth below are met, and the Committee determines that recovery of the Excess Compensation would be impracticable:
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| (a) | The direct expense paid to a third party to assist in enforcing the Policy would exceed the amount to be recovered. Before reaching this conclusion, the Company must make a reasonable attempt to recover the Excess Compensation, document the reasonable attempt(s) taken to so recover, and provide that documentation to the Exchange; |
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| (b) | Recovery would violate home country law where that law was adopted prior to November 28, 2022. Before reaching this conclusion, the Company must obtain an opinion of home country counsel, acceptable to the Exchange, that recovery would result in such a violation, and must provide such opinion to the Exchange; or |
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| (c) | Recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the legal requirements as such; |
H. Other Important Information in the Policy
Notwithstanding the terms of any of the Company’s organizational documents (including, but not limited to, the Company’s bylaws), any corporate policy or any contract (including, but not limited to, any indemnification agreement), neither the Company nor any affiliate of the Company will indemnify or provide advancement for any Executive Officer against any loss of Excess Compensation, or any claims relating to the Company’s enforcement of its rights under the Policy. Neither the Company nor any affiliate of the Company will pay for or reimburse insurance premiums for an insurance policy that covers potential recovery obligations. In the event that pursuant to the Policy the Company is required to recover Excess Compensation from an Executive Officer who is no longer an employee, the Company will be entitled to seek recovery in order to comply with applicable law, regardless of the terms of any release of claims or separation agreement such individual may have signed. Neither the Company nor any affiliate of the Company will enter into any agreement that exempts any Incentive-Based Compensation that is granted, paid, or awarded to an Executive Officer from the application of the Policy or that waives the Company’s right to recovery of any Excess Compensation, and the Policy shall supersede any such agreement (whether entered into before, on, or after the adoption of the Policy).
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The Committee or Board may review and modify the Policy from time to time.
If any provision of the Policy or the application of any such provision to any Executive Officer is adjudicated to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect any other provisions of the Policy or the application of such provision to another Executive Officer, and the invalid, illegal or unenforceable provisions will be deemed amended to the minimum extent necessary to render any such provision or application enforceable.
The Policy will terminate and no longer be enforceable when the Company ceases to be a listed issuer within the meaning of Section 10D of the Exchange Act.
I. Definitions
“Accounting Restatement Determination Date” means the earlier to occur of: (a) the date the Board, a committee of the Board, or one or more of the officers 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; and (b) the date a court, regulator, or other legally authorized body directs the Company to prepare an Accounting Restatement.
“Executive Officer” means each individual who is or was ever designated as an “officer” by the Board in accordance with Exchange Act Rule 16a-1(f).
“Financial Reporting Measures” means measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures that are 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 Securities and Exchange Commission.
“Incentive-Based Compensation” means any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure (for the avoidance of doubt, no compensation that is potentially subject to recovery under the Policy will be earned until the Company’s right to recover under the Policy has lapsed) and excludes the following: salaries, bonuses paid solely at the discretion of the Committee or Board that are not paid from a bonus pool that is determined by satisfying a Financial Reporting Measure, bonuses paid solely upon satisfying one or more subjective standards and/or completion of a specified employment period, non-equity incentive plan awards earned solely upon satisfying one or more strategic measures or operational measures, and equity awards for which the grant is not contingent upon achieving any Financial Reporting Measure performance goal and vesting is contingent solely upon completion of a specified employment period (e.g., time-based vesting equity awards) and/or attaining one or more non-Financial Reporting Measures.
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Received” means, with respect to any Incentive-based Compensation, actual or deemed receipt, and Incentive-Based Compensation is “Received” under the Policy 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. For the avoidance of doubt, the Policy does not apply to Incentive-Based Compensation for which the Financial Reporting Measure is attained prior to October 2, 2023.
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ACKNOWLEDGEMENT
I acknowledge that I have received and read the Compensation Recovery Policy (the “Policy”) of CN Energy Group. Inc. (the “Company”).
I understand and acknowledge that the Policy applies to me, and all of my beneficiaries, heirs, executors, administrators, or other legal representatives and that the Company’s right to recovery in order to comply with applicable law will apply, regardless of the terms of any release of claims or separation agreement I have signed or will sign in the future.
I agree to be bound by and to comply with the Policy and understand that determinations of the Committee (as such term is used in the Policy) will be final and binding and will be given the maximum deference permitted by law.
I understand and agree that my current indemnification rights, whether in an individual agreement or the Company’s organizational documents, exclude the right to be indemnified for amounts required to be recovered under the Policy.
I understand that my failure to comply in all respects with the Policy is a basis for termination of my employment with the Company and any affiliate of the Company, as well as any other appropriate discipline.
I understand that neither the Policy, nor the application of the Policy to me, gives rise to a resignation for good reason (or similar concept) by me under any applicable employment agreement or arrangement.
I acknowledge that if I have questions concerning the meaning or application of the Policy, it is my responsibility to seek guidance from the Company’s legal department or my own personal advisers.
I acknowledge that neither this Acknowledgement nor the Policy is meant to constitute an employment contract.
Please review, sign, and return this form to the Company.
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| This ‘20-F’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
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| Filed on: | 2/15/24 | |||
| 11/29/23 | ||||
| 10/2/23 | ||||
| For Period end: | 9/30/23 | NT 20-F | ||
| 11/28/22 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/04/23 CN Energy Group. Inc. 6-K 12/04/23 2:50K Discount Edgar/FA 3/10/23 CN Energy Group. Inc. 6-K 3/10/23 2:50K Toppan Merrill/FA 2/01/23 CN Energy Group. Inc. 6-K 2/01/23 8:619K Toppan Merrill/FA 1/27/23 CN Energy Group. Inc. 20-F 9/30/22 120:14M Toppan Merrill/FA2 1/03/23 CN Energy Group. Inc. 6-K 1/03/23 3:264K Toppan Merrill/FA 10/06/22 CN Energy Group. Inc. 6-K 10/06/22 2:171K Toppan Merrill/FA 10/03/22 CN Energy Group. Inc. 6-K 10/03/22 2:31K Toppan Merrill/FA 4/04/22 CN Energy Group. Inc. 6-K 4/04/22 2:218K Toppan Merrill/FA 2/15/22 CN Energy Group. Inc. 20-F 9/30/21 120:11M Toppan Merrill/FA2 7/02/20 CN Energy Group. Inc. F-1 20:7.6M Toppan Merrill/FA |