3 unchanged sentences
The Company’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of its disclosure controls and procedures as of December 31, 2024.
−Removed: Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2023, to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the rules and forms of the Exchange Act, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
+Added: Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2024, to provide reasonable assurance that information required to be disclosed in the reports that are filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the rules and forms of the Exchange Act, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
4 unchanged sentences
Effective internal control can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements.
−Removed: In September 2020, the Company settled the investigations by the SEC and USAO into the Company’s past revenue recognition practices.
−Removed: As part of the settlement, among other undertakings, the Company committed to remediate the deficiencies in its internal control over financial reporting that constituted material weaknesses by April 30, 2021.
−Removed: On April 12, 2021 the SEC granted the Company’s request for an extension of time until March 31, 2022 in which to comply with the requirements of the administrative order to remediate the remaining material weaknesses.
−Removed: In April 2022, the SEC granted a further extension of time until March 31, 2023 to fully comply with the administrative order.
−Removed: In May 2023, the Company submitted documentation to the SEC for its review to assess the Company’s compliance with the administrative order.
−Removed: In July 2023, the Company was notified by the SEC that no additional information with respect to the administrative order is required.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024 based on the criteria established by the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO Framework”).
−Removed: As a result of management’s review of the Company’s financial and accounting records and the other work completed by the management team and its advisers, management concluded that, as of December 31, 2023, that the Company’s internal control over financial reporting was effective.
+Added: As a result of management’s review of the Company’s financial and accounting records and the other work completed by the management team and its advisers, management concluded that, as of December 31, 2024, the Company’s internal control over financial reporting was effective.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
3 unchanged sentences
Other Information.
−Removed: During the three months ended December 31, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in item 408(a) of Regulation S-K.
+Added: During the three months ended December 31, 2024, no director or Section 16 officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in item 408(a) of Regulation S-K.
+Added: Effective July 9, 2024, Dino Xykis no longer held the title and responsibilities of Chief Technology Officer but his title and responsibilities as Chief Executive Officer remain unchanged.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
6 unchanged sentences
The Company intends to include on its website any amendments to, or waivers from, a provision of the code of ethics that applies to its principal executive officer, principal financial officer or controller that relates to any element of the code of ethics definition contained in Item 406(b) of Regulation S-K.
+Added: The Company has adopted an insider trading policy governing the purchase, sale, and other dispositions of the Company’s securities by directors, senior management, and employees.
+Added: A copy of such insider trading policy is filed as an exhibit to this Annual Report on Form 10-K.
Executive Compensation.
15 unchanged sentences
Consolidated Statements of Income for 2024 and 2023 38
−Removed: Consolidated Statements of Stockholders’ Deficit for 2023 and 2022 40
+Added: Consolidated Statements of Stockholders’ Equity (Deficit) for 2024 and 2023 39
Consolidated Statements of Cash Flows for 2024 and 2023 40
132 unchanged sentences
8-K 10.1 12/06/2023 001-35944
+Added: 10.45 Fourth Amended and Restated Uncommitted Revolving Credit Agreement, dated as of March 22, 2024, among the Company, certain subsidiaries of the Company party thereto, the lenders party thereto and Standard Chartered Bank, as administrative agent.
+Added: 8-K 10.1 03/28/2024 001-35944
+Added: 10.46 $30 Million Second Amended and Restated Shareholder’s Loan Agreement, dated as of March 22, 2024, between the Company and Weichai America Corp.
+Added: 8-K 10.2 03/28/2024 001-35944
+Added: 10.47 $25 Million Third Amended and Restated Shareholder’s Loan Agreement, dated as of May 20, 2024, between the Company and Weichai America Corp.
+Added: 8-K 10.1 05/21/2024 001-35944
+Added: 10.48 Uncommitted Revolving Credit Agreement, dated as of August 30, 2024, among the Company, the lenders party thereto and Standard Chartered Bank, as administrative agent.
+Added: 8-K 10.1 09/06/2024 001-35944
+Added: 10.49 Shareholder’s Loan Agreement, dated as of August 30, 2024, between the Company and Weichai America Corp.
+Added: 8-K 10.2 09/06/2024 001-35944
+Added: 10.50 †† Employment Agreement, dated as of February 8, 2914, by and between Randall D.
+Added: Lehner and Power Solutions International, Inc.
+Added: 8-K 10.1 03/01/2024 001-35944
+Added: 19.1 * Power Solutions International, Inc.
+Added: Insider Trading Compliance Policy
21.1 * Subsidiaries of Power Solutions International, Inc.
6 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
+Added: 97.1 * Power Solutions International, Inc.
+Added: Clawback Policy
101.INS * XBRL Instance Document.
+Added: Incorporated by Reference Herein
+Added: Exhibit Description Form Exhibit Filing Date File No.
101.SCH * XBRL Taxonomy Extension Schema Document.
22 unchanged sentences
/s/ Jiwen Zhang Chairman of the Board and Director
−Removed: /s/ Shaojun Sun Director
+Added: /s/ Kui Jiang Director
/s/ Fuzhang Yu Director
6 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.