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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/16/24 SolarMax Technology, Inc. 10-K 12/31/23 116:11M Pubco Reporting … Inc/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 2.60M
3: EX-10.23 Material Contract HTML 30K
2: EX-14.1 Code of Ethics HTML 57K
4: EX-19.1 Insider Trading Policy HTML 84K
8: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 39K
Awarded Compensation
5: EX-31.1 Certification -- §302 - SOA'02 HTML 34K
6: EX-31.2 Certification -- §302 - SOA'02 HTML 34K
7: EX-32.1 Certification -- §906 - SOA'02 HTML 30K
14: R1 Cover HTML 100K
15: R2 Consolidated Balance Sheets HTML 178K
16: R3 Consolidated Balance Sheets (Parenthetical) HTML 51K
17: R4 Consolidated Statements of Operations HTML 139K
18: R5 Consolidated Statements of Comprehensive Income HTML 49K
(Loss)
19: R6 Consolidated Statements of Changes in Stockholders HTML 54K
Equity (Deficit)
20: R7 Consolidated Statements of Cash Flows HTML 177K
21: R8 Description of Business HTML 53K
22: R9 Basis of Presentation and Summary of Significant HTML 169K
Accounting Policies
23: R10 Cash, Cash Equivalents and Restricted Cash HTML 45K
24: R11 Accounts Receivable, net HTML 40K
25: R12 Customer Loans Receivable HTML 98K
26: R13 Inventories, net HTML 45K
27: R14 Other Receivables and Current Assets, Net HTML 41K
28: R15 Property and Equipment HTML 41K
29: R16 Goodwill HTML 36K
30: R17 Investments in Unconsolidated Solar Project HTML 69K
Companies
31: R18 Financing Arrangements HTML 108K
32: R19 Third-party Leasing Arrangement and Concentrations HTML 41K
33: R20 Acquisition Contingencies and Other Payable to HTML 34K
Uonone Group
34: R21 Related Party Transactions HTML 34K
35: R22 Commitments and Contingencies HTML 80K
36: R23 Stockholders Equity HTML 77K
37: R24 Taxes HTML 119K
38: R25 Net Income (Loss) Per Share HTML 42K
39: R26 Segment Reporting HTML 103K
40: R27 Subsequent Events HTML 114K
41: R28 Basis of Presentation and Summary of Significant HTML 230K
Accounting Policies (Policies)
42: R29 Basis of Presentation and Summary of Significant HTML 87K
Accounting Policies (Tables)
43: R30 Cash, Cash Equivalents and Restricted Cash HTML 44K
(Tables)
44: R31 Accounts Receivable, net (Tables) HTML 39K
45: R32 Customer Loans Receivable (Tables) HTML 100K
46: R33 Inventories, net (Tables) HTML 47K
47: R34 Other Receivables and Current Assets, Net (Tables) HTML 41K
48: R35 Property and Equipment (Tables) HTML 40K
49: R36 Goodwill (Tables) HTML 38K
50: R37 Investments in Unconsolidated Solar Project HTML 68K
Companies (Tables)
51: R38 Financing Arrangements (Tables) HTML 99K
52: R39 Third-party Leasing Arrangement and Concentrations HTML 39K
(Tables)
53: R40 Commitments and Contingencies (Tables) HTML 65K
54: R41 Stockholders Equity (Tables) HTML 66K
55: R42 Income Taxes (Tables) HTML 118K
56: R43 Net Income (Loss) Per Share (Tables) HTML 40K
57: R44 Segment Reporting (Tables) HTML 99K
58: R45 Subsequent Events (Tables) HTML 104K
59: R46 Description of Business (Details Narrative) HTML 44K
60: R47 Basis of Presentation and Summary of Significant HTML 36K
Accounting Policies (Details)
61: R48 Basis of Presentation and Summary of Significant HTML 39K
Accounting Policies (Details 1)
62: R49 Basis of Presentation and Summary of Significant HTML 47K
Accounting Policies (Details 2)
63: R50 Basis of Presentation and Summary of Significant HTML 49K
Accounting Policies (Details 3)
64: R51 Basis of Presentation and Summary of Significant HTML 70K
Accounting Policies (Details Narrative)
65: R52 Cash, Cash Equivalents and Restricted Cash HTML 46K
(Details)
66: R53 Accounts Receivable, net Cash (Details) HTML 39K
67: R54 Accounts Receivable, net Cash (Details Narrative) HTML 30K
68: R55 Customer Loans Receivable (Details) HTML 59K
69: R56 Customer Loans Receivable (Details 1) HTML 40K
70: R57 Customer Loans Receivable (Details 2) HTML 40K
71: R58 Customer Loans Receivable (Details 3) HTML 36K
72: R59 Customer Loans Receivable (Details Narrative) HTML 36K
73: R60 Inventories, net (Details) HTML 34K
74: R61 Inventories, net (Details 1) HTML 38K
75: R62 Other Receivables and Current Assets, Net HTML 43K
(Details)
76: R63 Property and Equipment (Details) HTML 43K
77: R64 Property and Equipment (Details Narrative) HTML 31K
78: R65 Goodwill (Details) HTML 34K
79: R66 Investments in Unconsolidated Solar Project HTML 43K
Companies (Details)
80: R67 Investments in Unconsolidated Solar Project HTML 70K
Companies (Details 1)
81: R68 Investments in Unconsolidated Solar Project HTML 57K
Companies (Details 2)
82: R69 Financing Arrangements (Details) HTML 52K
83: R70 Financing Arrangements (Details 1) HTML 39K
84: R71 Financing Arrangements (Details 2) HTML 56K
85: R72 Financing Arrangements (Details 3) HTML 48K
86: R73 Financing Arrangements (Details 4) HTML 41K
87: R74 Financing Arrangements (Details Narrative) HTML 86K
88: R75 Third-party Leasing Arrangement and Concentrations HTML 36K
(Details)
89: R76 Third-party Leasing Arrangement and Concentrations HTML 32K
(Details Narrative)
90: R77 Acquisition Contingencies and Other Payable to HTML 42K
Uonone Group (Details Narrative)
91: R78 Commitments and Contingencies (Details) HTML 49K
92: R79 Commitments and Contingencies (Details 1) HTML 52K
93: R80 Commitments and Contingencies (Details 2) HTML 33K
94: R81 Commitments and Contingencies (Details 3) HTML 37K
95: R82 Commitments and Contingencies (Details Narrative) HTML 119K
96: R83 Stockholders Equity (Details) HTML 35K
97: R84 Stockholders Equity (Details 1) HTML 73K
98: R85 Stockholders Equity (Details 2) HTML 38K
99: R86 Stockholders Equity (Details Narrative) HTML 64K
100: R87 Taxes (Details) HTML 38K
101: R88 Taxes (Details 1) HTML 68K
102: R89 Taxes (Details 2) HTML 56K
103: R90 Taxes (Details 3) HTML 59K
104: R91 Taxes (Details 4) HTML 34K
105: R92 Taxes (Details Narrative) HTML 44K
106: R93 Net Income (Loss) Per Share (Details) HTML 59K
107: R94 Net Income (Loss) Per Share (Details Narrative) HTML 34K
108: R95 Segment Reporting (Details) HTML 82K
109: R96 Segment Reporting (Details 1) HTML 55K
110: R97 Subsequent Events (Details Narrative) HTML 87K
111: R98 Related Party Transactions (Details Narrative) HTML 35K
113: XML IDEA XML File -- Filing Summary XML 223K
116: XML XBRL Instance -- solarmax_10k_htm XML 2.78M
112: EXCEL IDEA Workbook of Financial Report Info XLSX 224K
11: EX-101.CAL XBRL Calculations -- solarmax-20231231_cal XML 216K
13: EX-101.DEF XBRL Definitions -- solarmax-20231231_def XML 796K
10: EX-101.LAB XBRL Labels -- solarmax-20231231_lab XML 1.46M
12: EX-101.PRE XBRL Presentations -- solarmax-20231231_pre XML 1.20M
9: EX-101.SCH XBRL Schema -- solarmax-20231231 XSD 309K
114: JSON XBRL Instance as JSON Data -- MetaLinks 595± 837K
115: ZIP XBRL Zipped Folder -- 0001640334-24-000675-xbrl Zip 623K
EXHIBIT 97.1
SOLARMAX TECHNOLOGY, INC.
EXECUTIVE COMPENSATION CLAWBACK POLICY
The Board of Directors (the “Board”) of SolarMax Technology, Inc. (the “Company”) has adopted the following executive compensation clawback policy (this “Policy”). This Policy shall supplement any other clawback or compensation recovery policy or policies adopted by the Company or included in any agreement between the Company, or any subsidiary of the Company, and a person covered by this Policy. If any such other policy or agreement provides that a greater amount of compensation shall be subject to clawback, such other policy or agreement shall apply to the amount in excess of the amount subject to clawback under this Policy.
This Policy shall be interpreted to comply with Securities and Exchange Commission (“SEC”) Rule 10D-1 and Listing Rule 5608 (the “Listing Rule”) of The Nasdaq Stock Market, LLC (“Nasdaq”), as may be amended or supplemented and interpreted from time to time by Nasdaq. To the extent this Policy is in any manner deemed inconsistent with the Listing Rule, this Policy shall be treated as having been amended to be compliant with the Listing Rule.
This Policy shall become effective upon the listing of the Company’s common stock on Nasdaq,
1. Definitions. Unless the context otherwise requires, the following definitions apply for purposes of this Policy:
(a) Executive Officer. An executive officer is the Company’s chief executive officer, president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president of the Company in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person who performs similar policy-making functions for the Company. Executive officers of the Company’s subsidiaries are deemed executive officers of the Company if they perform such policy making functions for the Company. Policy-making function is not intended to include policy-making functions that are not significant. Identification of an executive officer for purposes of the Listing Rule would include at a minimum executive officers identified in the Listing Rule.
(b) Financial Reporting Measures. Financial reporting measures are 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 SEC and may be such financial measures as may be determined by the Board or the Compensation Committee thereof (the “Compensation Committee”).
(c) Incentive-Based Compensation. 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.
(d) Received. 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.
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2. Application of this Policy. The recovery of Incentive-Based Compensation from an Executive Officer as provided for in this Policy shall apply only in the event that the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the United States 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. Questions as to “materiality” will be made by the Compensation Committee in coordination with the Audit Committee.
3. Recovery Period.
(a) The Incentive-Based Compensation subject to recovery is the Incentive-Based Compensation Received during the three (3) completed fiscal years immediately preceding the date that the Company is required to prepare an accounting restatement as described in Section 2 above, provided that the person served as an Executive Officer at any time during the performance period applicable to the Incentive-Based Compensation in question. The date that the Company is required to prepare an accounting restatement shall be determined pursuant to the Listing Rule.
(b) Notwithstanding the foregoing, this Policy shall only apply if the Incentive-Based Compensation is Received while the Company has a class of securities listed on Nasdaq or any stock exchange subject to the applicable SEC rules.
(c) The provisions of the Listing Rule shall apply with respect to Incentive-Based Compensation received during a transition period arising due to a change in the Company’s fiscal year.
4. Erroneously Awarded Compensation. The amount of Incentive-Based Compensation subject to recovery from the applicable Executive Officers under this Policy (“Erroneously Awarded Compensation”) shall be equal to the amount of Incentive-Based Compensation Received that exceeds the amount of Incentive Based-Compensation that otherwise would have been Received had it been determined based on the restated amounts and shall be 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 shall be based on a reasonable estimate by the Company’s Chief Financial Officer (or principal accounting officer, if the office of Chief Financial Officer is not then filled) of the effect of the accounting restatement on the stock price or total shareholder return upon which the Incentive-Based Compensation was received, which estimate shall be subject to the review and approval of the Compensation Committee; and (b) the Company must maintain reasonable documentation of the determination of that reasonable estimate and provide such documentation to Nasdaq if requested. Notwithstanding the foregoing, if the proposed Incentive-Based Compensation recovery would affect compensation paid to the Company’s Chief Financial Officer, the determination shall be made by the Compensation Committee.
5. Timing of Recovery. The Company shall recover any Erroneously Awarded Compensation reasonably promptly, except to the extent that the conditions of paragraphs (a), (b), or (c) below apply. The Compensation Committee shall determine the repayment schedule for each amount of Erroneously Awarded Compensation in a manner that complies with this “reasonably promptly” requirement. Such determination shall be consistent with any applicable legal guidance by the SEC, Nasdaq, judicial opinion, or otherwise. The determination of “reasonably promptly” may vary from case to case and the Compensation Committee is authorized to adopt additional rules or policies to further describe what repayment schedules satisfy this requirement.
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(a) Erroneously Awarded Compensation need not be recovered if the direct expense paid to a third party to assist in enforcing (or making determinations in connection with the enforcement of) this Policy would exceed the amount to be recovered and the Compensation Committee has made a determination that recovery would be impracticable. Before concluding that it would be impracticable to recover any amount of Erroneously Awarded Compensation based on expense of enforcement, the Company shall (i) make a reasonable attempt to recover such Erroneously Awarded Compensation, (ii) document such reasonable attempt or attempts to recover, and (iii) provide appropriate documentation to the Compensation Committee or Nasdaq, if requested.
(b) Erroneously Awarded Compensation need not be recovered if recovery would likely cause an otherwise tax-qualified retirement plan under the United States Internal Revenue Code, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of Sections 401(a)(13) or 411(a) of the United States Internal Revenue Code and the regulations thereunder (as such provision may be amended, modified or supplemented).
6. Compensation Committee Decisions. Decisions of the Compensation Committee with respect to this Policy shall be final, conclusive and binding on all Executive Officers subject to this Policy.
7. No Indemnification. Notwithstanding anything to the contrary in any other policy of the Company or any agreement between the Company and an Executive Officer, no Executive Officer shall be indemnified by the Company against the loss arising from the recovery of any Erroneously Awarded Compensation.
8. Agreement to Policy by Executive Officers. The Company shall take reasonable steps to inform Executive Officers of this Policy and obtain their express agreement to this Policy, which steps may constitute the inclusion of this Policy as an attachment to any award that is accepted by an Executive Officer. This Policy shall be deemed to apply to each employment or grant agreement between the Company or any of its subsidiaries and any Executive Officer subject to this Policy.
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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/23/22 SolarMax Technology, Inc. S-1/A 5:4M Pubco Reporting … Inc/FA 10/28/22 SolarMax Technology, Inc. S-1/A 12:5.1M Pubco Reporting … Inc/FA 7/19/22 SolarMax Technology, Inc. S-1 30:27M Pubco Reporting … Inc/FA |