Zhiqing Chen
ZW Data Action TechnologiesAbout Zhiqing Chen
Independent Non-Executive Director of ZW Data Action Technologies Inc. (CNET); age 52; director since November 2009. Partner at Chen & Partners Law Firm since July 2010; previously partner at Jin Mao P.R.C. Lawyers (Shanghai) from January 2002 to June 2010. Education: bachelor’s degree in international law from East China University and EMBA from Guanghua School of Management, Peking University. Board-designated independent under Nasdaq Rule 5605(a)(2) and meets Rule 10A-3 criteria .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Chen & Partners Law Firm | Partner | Jul 2010–present | Corporate law; foreign investments; M&A |
| Jin Mao P.R.C. Lawyers (Shanghai) | Partner | Jan 2002–Jun 2010 | Corporate law; foreign investments; M&A |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Shanghai Fumai Investment Management Co., Ltd. | Non-management Director | Prior to joining CNET | Corporate governance exposure |
| Shanghai Zhijinwu Investment Management Co., Ltd. | Non-management Director | Prior to joining CNET | Corporate governance exposure |
| Shanghai Merciful Groups Co., Ltd. | Non-management Director | Prior to joining CNET | Corporate governance exposure |
No other public company directorships disclosed in the nomination table for the last five years .
Board Governance
- Independence: The Board determined Mr. Chen is independent under Nasdaq Rule 5605(a)(2) and SEC Rule 10A-3 .
- Board leadership: CEO also serves as Chair; no Lead Independent Director designated; independent directors hold executive sessions collaboratively .
- Attendance: Board held nine meetings in 2024; no director attended fewer than 75% of meetings; all directors attended the 2024 annual meeting .
- Code of Ethics and Insider Trading Policy: Company-wide policies in place; Insider Trading Policy filed as Exhibit 19 to 2024 Form 10‑K (Apr 15, 2025) .
| Committee | Mr. Chen’s Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit Committee | Member | 5 | Committee includes Chang Qiu (Chair; audit committee financial expert) and Chung Wang Yiu (Ron) |
| Compensation Committee | Member | 1 | No compensation consultant engaged by the company or committee |
| Nominating & Corporate Governance Committee | Member | 2 | Assists with director nominations and board effectiveness |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 6,000 | 0 | 0 | 6,000 |
Performance Compensation
| Equity Element | Eligibility | Awarded to Mr. Chen in 2024 | Source |
|---|---|---|---|
| RSUs / Restricted Stock | Eligible under 2024 Omnibus Equity Incentive Plan for employees, directors, consultants | No; $0 stock awards | |
| Stock Options | Eligible under 2024 Omnibus Equity Incentive Plan | No; $0 option awards | |
| Performance Stock/Units | Eligible under plan provisions (performance awards available) | No awards disclosed for Mr. Chen in 2024 |
Compensation Committee did not employ an external compensation consultant; CEO excluded from deliberations on his compensation .
Other Directorships & Interlocks
| Company | Public/Private | Role | Interlock/Conflict Notes |
|---|---|---|---|
| Shanghai Fumai Investment Management Co., Ltd. | Not disclosed as public | Non-management Director (prior) | No CNET-related transactions disclosed |
| Shanghai Zhijinwu Investment Management Co., Ltd. | Not disclosed as public | Non-management Director (prior) | No CNET-related transactions disclosed |
| Shanghai Merciful Groups Co., Ltd. | Not disclosed as public | Non-management Director (prior) | No CNET-related transactions disclosed |
Expertise & Qualifications
- Legal expertise: Corporate law with focus on foreign investment and M&A; experience with PRC enterprises and international corporations .
- Board contribution: Provides extensive legal knowledge relevant to transactions and governance .
- Education: BA in international law (East China University); EMBA (Peking University, Guanghua) .
Equity Ownership
| Record Date | Beneficial Ownership (Shares) | Percent of Class |
|---|---|---|
| Oct 9, 2025 | 3,500 | Less than 1% |
Outstanding shares: 3,268,429 as of record date .
Insider Trades
| Disclosure |
|---|
| No late Section 16 filings reported for Mr. Chen in 2024; company noted one late Form 4 for another director (Chang Qiu) . |
Governance Assessment
- Committee breadth: Mr. Chen serves on Audit, Compensation, and Nominating & Corporate Governance, indicating broad governance engagement; Audit chaired by an identified financial expert (Qiu), supporting committee effectiveness .
- Independence and attendance: Independent under Nasdaq/SEC standards; no attendance shortfalls reported in 2024 .
- Compensation alignment: For 2024, Mr. Chen’s director pay was modest cash-only ($6,000) with no equity grants; beneficial ownership stands at 3,500 shares (<1%), suggesting limited direct equity alignment versus peers who received equity (e.g., Qiu) .
- Policy safeguards: Code of Ethics, Insider Trading Policy, and equity plan clawback provisions are in place; related-party transactions require disinterested director approval, and none involving Mr. Chen are disclosed in the proxy .
- Board structure risk: Combined Chair/CEO/Acting CFO roles and absence of a Lead Independent Director may constrain independent oversight; independent directors hold executive sessions, partially mitigating this structural risk .