Zhaohui Deng
Bit DigitalAbout Zhaohui Deng
Zhaohui Deng, 56, has served on BTBT’s Board since September 2020 and has been Chairman since January 2021. He holds a bachelor’s degree in Accounting from Hengyang Industrial College (China), previously served as board secretary and Vice President of Hunan Jinguo Industrial Co., Ltd. (1995–2010), and since 2011 has worked as a private investor and private counsel to several listed PRC companies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hunan Jinguo Industrial Co., Ltd. | Board Secretary; Vice President | 1995–2010 | Senior corporate officer |
| Various PRC listed companies | Private counsel | 2011–present | Advisory to listed issuers |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| PRC listed companies (unspecified) | Private counsel | 2011–present | No specific issuers disclosed in BTBT proxy |
Board Governance
- Committee assignments and chair roles:
- Compensation Committee: Chair (members: Deng, Ichi Shih, Brock Pierce) .
- Nominating & Corporate Governance Committee: Chair (members: Deng, Ichi Shih, Brock Pierce) .
- Audit Committee: Member; Audit Chair is Ichi Shih (Audit Committee Financial Expert) .
- Independence: Board determined Deng is “independent” under Nasdaq rules (along with Shih and Pierce) .
- Attendance and engagement:
- Board met 8 times in FY2024; all directors attended at least 75% of meetings .
- Audit Committee met 6 times in FY2024; three members attended all six, one attended five of six (individual not specified) .
- Tenure: Director since Sept 2020; Chairman since Jan 2021 .
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Annual Director Retainer (cash) | $4,000 | $1,000 per quarter under director agreement |
| Committee membership/meeting fees | Not disclosed | No separate chair/membership fee schedule disclosed |
| Expenses | Reimbursement permitted | Travel and related expenses reimbursable |
Performance Compensation
| Equity Vehicle | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| RSUs (Director) | None in FY2024 (Deng) | — | — | — | Not applicable |
- Director equity awards were granted to other independent directors (e.g., Ichi Shih and Brock Pierce), but Deng had no RSU awards in FY2024 .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks / Related Exposure |
|---|---|---|---|
| Geney Development Limited (BVI) | Beneficial owner (70%) | — | Geney holds BTBT Preference Shares; 8% dividends declared for 2022–2024; governance/control implications at BTBT |
Expertise & Qualifications
- Accounting education; senior corporate officer experience; advisory to listed PRC companies .
- Chairs Compensation and Nominating committees; serves on Audit (supports governance/risk oversight) .
Equity Ownership
| Metric | Apr 3, 2025 | Jul 18, 2025 |
|---|---|---|
| Ordinary Shares Beneficially Owned | 700,000 (via conversion right from Preference Shares) | — (no ordinary shares listed in Aug 2025 table) |
| Preference Shares Beneficially Owned | Not itemized per-person in Apr 2025 table; footnote ties Deng’s 700k ordinary-share convertibility to Geney’s 1,000,000 Preference Shares | 700,000 Preference Shares (70% of class) |
| Voting Power % | 15.0% (Voting Securities %) | 9.5% |
- Preference Shares carry 50 votes per share; Geney (70% owned by Deng; 30% by CFO Erke Huang) exchanged 1,000,000 Ordinary Shares for 1,000,000 Preference Shares with super-voting rights and 8% annual dividends when declared .
- BTBT’s 2024 Form 10-K highlights that the CFO and Chairman collectively control significant voting power via Preference Shares (“poison pill”), enabling control of major corporate actions .
Say-on-Pay & Shareholder Feedback
| Proposal | For | Against | Abstain | Broker Non-Vote | % Affirmative |
|---|---|---|---|---|---|
| 2025 Say-on-Pay (NEO compensation, advisory) | 62,224,516 | 24,226,937 | 210,225 | 138,176,090 | 71.80% |
| Frequency of Say-on-Pay | 3-year: 56,002,118 | 2-year: 379,045 | 1-year: 30,077,888 | 234,347 | 64.60% for 3-year |
Insider Trading Policies and Arrangements
- Anti-hedging and anti-pledging policy prohibits hedging instruments and pledging of BTBT securities by directors/officers/employees .
- As of the proxy, no Rule 10b5-1 trading arrangements held by any officer or director; company adopted insider trading policy (filed on April 28, 2023) .
- Section 16(a) compliance initiated as BTBT became a domestic issuer in 2025 .
Related-Party Transactions & Conflict Risk
- Geney Share Exchange: On May 26, 2021, Geney (70% Deng; 30% Huang) exchanged 1,000,000 Ordinary Shares for 1,000,000 Preference Shares with: (i) 8% annual dividend when declared; (ii) $10/share liquidation preference; (iii) conversion one-for-one (subject to 4.99% blocker); (iv) 50 votes per Preference Share. Dividends of $800,000 declared for 2022–2024 and paid to Geney .
- Voting concentration: Preference Shares confer substantial voting power and have been presented as enabling management to execute strategy without hostile takeover risk .
- Authorized share capital increase approved Sept 25, 2025 (For: 104,463,587; Against: 50,525,969; Abstain: 1,904,622; 66.7% affirmative), enhancing BTBT’s capacity to issue shares; Deng’s super-voting stake could influence outcomes .
Governance Assessment
- Positives:
- Independent status for Chairman Deng; majority-independent board and fully independent Audit Committee per Nasdaq and Rule 10A-3 .
- Active committee leadership (Compensation and Nominating chair); clear charters and posted governance documents .
- Strong attendance disclosures (Board and Audit committees) .
- Anti-hedging/anti-pledging policy and no 10b5-1 plans reported for directors .
- Concerns / RED FLAGS:
- Super-voting Preference Shares held via Geney (70% Deng/30% CFO) with economic preferences (8% dividend; liquidation preference) create structural conflicts versus ordinary shareholders; concentrated voting power can override minority investor preferences .
- Chairman also designated independent, but ownership/voting entanglement via Geney challenges practical independence and alignment optics .
- Frequent capital authorization changes (increase to 1.0B authorized ordinary shares) could be dilutive; requires close monitoring of issuance and governance safeguards .
Appendix: Authorized Share Capital Proposal (Context)
- BTBT proposed increasing authorized share capital to enable future equity financing; Preference Shares carry 50 votes and 8% dividends; Board recommended approval and shareholders passed it on Sept 25, 2025 .
