Xu Peng
About Xu Peng
Xu Peng, 45, serves as Chairman of the Board at BTC Digital Ltd. since December 2023; he is not designated as an independent director (the proxy identifies independent directors as Ye Ren, Zhiyi Xie, and Yuejun Jiang) . He previously led Hailuoda International Consulting Services Co., Ltd. (2019–2023) and Ziyou Emotional Intelligence Education Consulting Co., Ltd. (2012–2019), and holds a bachelor’s degree in computer science from Beijing Union University (2003) . All directors (including Xu Peng) attended at least 75% of Board and committee meetings in 2024, indicating baseline engagement . Xu Peng signed the 2024 and 2025 proxy statements in his capacity as Chairman, evidencing active governance role .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hailuoda International Consulting Services Co., Ltd. (PRC) | President | Jul 2019 – Nov 2023 | Oversaw and managed overall operations; overseas trade and investment promotion focus |
| Ziyou Emotional Intelligence Education Consulting Co., Ltd. (PRC) | President | Aug 2012 – Jun 2019 | Oversaw and managed overall operations in youth education services |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed (public company directorships) | — | — | No current or prior public company board roles disclosed for Xu Peng |
Board Governance
- Board composition: Siguang Peng (CEO), Xu Peng (Chairman), and independent directors Ye Ren, Zhiyi Xie, and Yuejun Jiang .
- Committee structures and independence:
- Audit Committee: Ye Ren (Chair), Zhiyi Xie, Yuejun Jiang; all financially literate; Ye Ren deemed “audit committee financial expert”; members meet SEC/Nasdaq independence criteria .
- Compensation Committee: Zhiyi Xie (Chair), Ye Ren, Yuejun Jiang; members meet Nasdaq independence requirements .
- Nominating & Corporate Governance Committee: Zhiyi Xie (Chair), Ye Ren, Yuejun Jiang; members meet Nasdaq independence requirements .
- Xu Peng roles: Chairman of the Board; not listed as a member of the Audit, Compensation, or Nominating committees (committee membership limited to independent directors) .
- Attendance: All incumbent directors attended at least 75% of Board and committee meetings in 2024 .
- Risk oversight: Full Board oversees risk; Audit/Compensation/Nominating Committees handle delegated risk domains per their charters .
- Lead Independent Director and executive sessions: not disclosed .
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Aggregate cash compensation paid to directors and executive officers as a group ($) | $116,000 |
| Pensions/retirement/other benefits for officers and directors | Not paid or set aside (none) |
Individual director compensation for Xu Peng (cash retainers, chair fees, meeting fees) is not separately disclosed in the proxies reviewed .
Performance Compensation
| Equity Plan Metric | FY 2023 | FY 2024 |
|---|---|---|
| Outstanding options under 2020 Plan (non-executive employees as a group) | 730,805 options; 730,805 underlying shares | 209,753 options; 209,753 underlying shares |
- The 2020 Plan permits options, RSUs, share awards, SARs; awards’ terms (vesting, exercise, etc.) are set by the Board/plan administrator; general award term up to 5 years .
- No director-specific equity grants (RSUs/PSUs/options) to Xu Peng are disclosed in the proxies reviewed .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed (public companies) | — | — | No public company board interlocks or committee roles disclosed for Xu Peng |
Expertise & Qualifications
- Education: Bachelor’s degree in computer science, College of Applied Arts and Science of Beijing Union University (2003) .
- Managerial experience: Multi-year leadership roles as President overseeing operations at two PRC-based companies (consulting, education services) .
- Board qualifications: Not identified as audit committee financial expert; committee financial expertise attributed to Ye Ren .
Equity Ownership
| Holder | Beneficial Shares | % of Shares Outstanding | As-of |
|---|---|---|---|
| Xu Peng | Not disclosed (dash in ownership table) | Not disclosed | Proxy date (Record Date June 27, 2025; O/S 7,516,975) |
| All directors and executive officers (group) | 16,535 shares | 0.22% | As of proxy date |
2024 proxy similarly shows Xu Peng with no beneficial ownership reported, while O/S was 2,610,785 at that time .
Governance Assessment
- Independence and committee structure: Positive — key committees are chaired by and comprised of independent directors, with designated audit financial expert and compliance with SEC/Nasdaq independence rules; Xu Peng, as Chairman, is not on these committees, supporting independent oversight .
- Attendance: Acceptable — all directors met at least a 75% attendance threshold in 2024; higher granularity not provided .
- Ownership alignment: Concern — Xu Peng reported no beneficial ownership in the 2024 and 2025 proxies, which can weaken alignment with minority shareholders compared to peers where chairs often hold material stakes .
- Director compensation transparency: Limited — only aggregate group cash compensation disclosed for 2024 and one prior non-employee director’s cash fee in 2023; no clarity on Xu Peng’s cash retainer or equity mix, constraining pay-for-performance assessment .
- Capital authorization and dilution risk: Governance signal to monitor — the Board, chaired by Xu Peng, sought a large increase in authorized shares to 200,000,000 with potential dilution and anti-takeover effects if utilized; while framed as flexibility for financing/investments/incentive plans, this warrants ongoing monitoring of issuance discipline .
- Related-party exposure: Mixed — material related-party balances and repayments involve the Acting CFO, former Chairman, and an associate; none disclosed for Xu Peng specifically, but overall related-party financing history elevates governance risk and cash discipline scrutiny .
- Legal and compliance: No disclosed adverse legal proceedings for directors/officers over the past ten years; Section 16(a) reporting compliance asserted for 2024 .
RED FLAGS
- No disclosed beneficial ownership by the Chairman (Xu Peng), reducing skin-in-the-game and alignment with shareholders .
- Broad share authorization increase enabling future dilution and potential anti-takeover effects if deployed without tight guardrails .
- History of related-party financing with insiders and associate entities (not tied to Xu Peng) requires vigilance on conflicts and cash controls .
Positives
- Independent committee chairs and composition, with an audit financial expert designated .
- Attendance met baseline expectations .
- Risk oversight roles clearly delineated across Board and committees .