Chang Qiu
ZW Data Action TechnologiesAbout Chang Qiu
Independent non-executive director of ZW Data Action Technologies Inc. (CNET) since December 2014; age 61; designated Audit Committee Financial Expert and Chair of the Audit Committee; serves on Compensation and Nominating & Corporate Governance committees; determined independent under Nasdaq Rule 5605(a)(2) and Exchange Act Rule 10A‑3 . Background includes President & CEO of Forun Technologies Inc. since July 2018, prior Principal at Sansar Capital Management (2007–2018), and earlier founder/MD/Senior Equity Analyst at Forun Technologies Inc.; education: MBA (Columbia Business School), Ph.D. (Colorado School of Mines), B.S. (Wuhan University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Forun Technologies Inc. | President & Chief Executive Officer | Jul 2018–present | Executive leadership; corporate finance and strategy experience |
| Sansar Capital Management | Principal | Apr 2007–Jun 2018 | Investment management; PRC/international corporate experience |
| Forun Technologies Inc. | Founder, Managing Director & Senior Equity Analyst | 2001–Mar 2007 | Equity research; technology/finance expertise |
| IBM and other organizations | Business and research functions | Pre‑2001 | Technology and business research background |
External Roles
| Organization | Role | Start Date | Notes |
|---|---|---|---|
| Forun Technologies Inc. | President & Chief Executive Officer | Jul 2018 | Current external operating role |
| Other public company boards (last 5 years) | — | — | None disclosed in nominee table |
Board Governance
- Independence: Board determined Qiu is “independent” under Nasdaq Rule 5605(a)(2) and meets Rule 10A‑3 criteria .
- Board/Committee activity and attendance:
- Board held 9 meetings in 2024; no director attended fewer than 75% of Board and committee meetings; all directors attended the 2024 annual meeting (Dec 13, 2024) .
- Leadership structure: CEO also serves as Chairman; Board has not designated a Lead Independent Director; independent directors plan executive sessions collaboratively .
- Committees: All standing committees comprised solely of independent directors; charters available on company website .
| Committee | Role (Qiu) | Members | 2024 Meetings Held |
|---|---|---|---|
| Audit Committee | Chair; Audit Committee Financial Expert | Chang Qiu; Zhiqing Chen; Chung Wang Yiu (Ron) | 5 |
| Compensation Committee | Member | Zhiqing Chen; Chang Qiu; Chung Wang Yiu (Ron) | 1 |
| Nominating & Corporate Governance Committee | Member | Zhiqing Chen; Chang Qiu; Chung Wang Yiu (Ron) | 2 |
- Audit Committee Report: Recommended inclusion of audited 2024 financial statements in Form 10‑K filed April 15, 2025; signed by Chang Qiu (Chair) .
- Governance policies: Code of Ethics (adopted Dec 21, 2009); Insider Trading Policy with blackout periods (filed as Exhibit 19 to 2024 Form 10‑K) .
| 2024 Annual Meeting (Dec 13, 2024) – Director Election Vote | For | Withheld | Broker Non‑Votes |
|---|---|---|---|
| Chang Qiu | 625,082 | 7,780 | 435,517 |
Fixed Compensation
FISCAL 2024 Director Compensation (non‑NEOs):
| Component | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $6,000 |
| Stock Awards (Restricted Stock; grant date fair value, ASC 718) | $33,000 |
| Option Awards | $0 |
| Non‑Equity Incentive Plan Compensation | $0 |
| Nonqualified Deferred Compensation Earnings | $0 |
| All Other Compensation | $0 |
| Total | $39,000 |
Notes:
- Mr. Pau resigned Oct 3, 2024 and was replaced by Chung Wang Yiu (Ron) on the same date (committee roles), context for Board composition change .
Performance Compensation
- No director options or non‑equity incentive compensation reported for 2024 (both $0 for Qiu) .
- No director performance metric disclosures (e.g., TSR/EBITDA/revenue targets) for director pay; director equity reported as restricted stock grant-date fair value .
| Performance Element | 2024 Status |
|---|---|
| Non‑Equity Incentive Plan Compensation ($) | $0 |
| Option Awards ($) | $0 |
| Disclosed performance metrics tied to director compensation | None disclosed (restricted stock only) |
Other Directorships & Interlocks
| Company | Role | Type | Overlap/Interlock | Tenure |
|---|---|---|---|---|
| — | — | Public company board | None disclosed in last five years | — |
Expertise & Qualifications
- Audit Committee Financial Expert as defined in the Exchange Act; corporate finance and foreign investments expertise; experience with PRC enterprises and international corporations .
- Degrees: MBA (Columbia), Ph.D. (Colorado School of Mines), Bachelor’s (Wuhan University) .
- Strategic background across investment management and technology/business operations .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Chang Qiu | 22,500 | <1% | Numbers restated for 1‑for‑4 reverse split effective Sep 30, 2024 |
| Section 16(a) Compliance Note | — | — | Late Form 4 for 7,500 shares granted/issued under 2023 Omnibus Equity Incentive Plan during 2024 |
Governance Assessment
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Strengths:
- Independent director with deep finance/investment background; designated Audit Committee Financial Expert; chairs Audit Committee; committees are solely independent directors .
- Board and committee activity disclosed; no director fell below 75% attendance; directors attended the 2024 annual meeting .
- Audit Committee oversight evidenced by formal report and recommendation on 2024 audited financials .
- Insider Trading Policy and Code of Ethics in place, indicating baseline governance controls .
- Shareholder support: Qiu received 625,082 “For” votes vs. 7,780 “Withheld” in 2024 director election .
-
Watchpoints / RED FLAGS:
Combined CEO/Chair and no Lead Independent Director may constrain independent oversight; independent directors coordinate executive sessions without a designated lead . Compensation Committee met only once in 2024, which could indicate limited cadence for pay oversight relative to peers . Late Section 16 filing (Form 4) for Qiu covering 7,500 shares granted in 2024 under the 2023 plan; late filings are a mild governance red flag for compliance rigor . No compensation consultant engaged for executive or director compensation; while cost‑efficient, it may limit independent benchmarking .
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Additional context:
- Committee meeting counts: Audit (5), Compensation (1), Nominating (2) – audit cadence appropriate; compensation cadence modest .
- 2025 items include proposed ratification of the 2025 Omnibus Equity Incentive Plan and advisory say‑on‑pay vote; company intends to hold say‑on‑pay every two years .
- Related‑party transactions policy requires approval by disinterested directors and favorable Audit Committee recommendation; reduces conflict risk .