Yingwen Zhang
About Yingwen Zhang
Yingwen Zhang (age 80) is an independent director of China Pharma Holdings, Inc. and has served on the Board since February 2008; he holds a Chemical Engineering degree from Tianjin University (1967) and brings senior management experience in SOEs and government roles in China . He is currently a member of the Audit Committee and the chairman of the Nominating and Compensation Committee; the Board has determined he meets NYSE American and SEC independence criteria .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SINOPEC-affiliated natural-gas chemical SOE (PRC) | Vice CEO → CEO | 1983–1988 | Led a large state-owned enterprise in chemicals; brings operational and industry expertise |
| Sichuan Provincial Foreign Trade and Economic Cooperation Bureau | Director-General | 1988–2000 | Directed provincial-level trade and economic policy execution; deep regulatory experience |
| China Embassy in Malaysia | Commercial Counselor | 2000–2005 | Senior diplomatic-commercial post; government relations and international trade |
| SINOFERT Holdings Limited (HKG:0297), SINOCHEM Group | Senior Consultant; Chairman of HSE Committee | Oct 2005–Jun 2009 | Oversight of health, safety, environment; exposure to listed-company governance |
| Chongqing New Energy Co., Ltd. (SH.600847) | Independent Director | 2007–2018 | Public company board experience; independent oversight |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Shanghai Listent Medical Tech Co. Ltd. | Consultant | Current | Medical device producer; advisory role |
Board Governance
- Committee assignments: Audit Committee member; Nominating and Compensation Committee chairman, with Bennett and Dong as co-members .
- Independence: Board determined Zhang, Bennett, and Dong are independent under NYSE American and SEC rules .
- Meeting cadence and executive sessions: FY2024 Board met 4 times and executed 5 unanimous written consents; Audit Committee held 5 meetings (1 executive session) and Nominating & Compensation met 1 time (executive session), plus unanimous written consents (2); independent directors meet at least annually in executive session .
- Election status: Standing for re‑election as one of three independent director nominees to serve a one‑year term until the next annual meeting .
Fixed Compensation
| Component | Amount | Currency | Timing/Terms | Source |
|---|---|---|---|---|
| Annual director retainer (FY2024 earned) | 5,565 | USD | Earned as fees in 2024 | |
| Annual engagement letter compensation (renewed 12/23/2024) | 40,000 | RMB | Approx. $5,565 USD; payable quarterly; one-year term |
- No disclosed committee chair/member stipends or meeting fees beyond the annual engagement amounts .
Performance Compensation
| Metric | FY2024 | Notes |
|---|---|---|
| Stock Awards ($) | - | No director stock awards reported for FY2024 |
| Option Awards ($) | - | No director option awards reported for FY2024 |
| Non-Equity Incentive Plan Compensation ($) | - | None reported for directors in FY2024 |
- Compensation Committee retains an equity plan framework (options, RSUs, SARs, performance units), but FY2024 director awards for Zhang were not disclosed; Company proposes increasing plan share reserve to 569,600 shares, underscoring potential future equity usage .
Other Directorships & Interlocks
| Company | Role | Period | Interlocks/Notes |
|---|---|---|---|
| Chongqing New Energy Co., Ltd. (SH.600847) | Independent Director | 2007–2018 | Public company directorship; no disclosed interlocks with CPHI suppliers/customers |
| SINOFERT Holdings Limited (HKG:0297) | Chairman, HSE Committee | Oct 2005–Jun 2009 | Governance and HSE oversight at a listed company |
- Compensation Committee Interlocks and Insider Participation: None in FY2024—no member was an officer/employee; no >$120,000 related transactions; no cross‑committee service with executives at other issuers .
Expertise & Qualifications
- Chemical engineering and senior economist background; senior managerial roles across SOE and private sector; regulatory and policy expertise; public company board experience .
- Board concluded his experiences support long‑term strategy oversight and governance continuity .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | As-of Date | Shares Outstanding |
|---|---|---|---|---|
| Yingwen Zhang | - | - | Nov 3, 2025 | 5,022,002 |
- The proxy’s beneficial ownership table lists Zhang with “-” for shares and percent, indicating no reported beneficial ownership as of the record date .
Governance Assessment
- Strengths: Long-tenured independent director (since 2008) with deep regulatory and SOE operational experience; chairs Nominating & Compensation Committee and serves on Audit; independence affirmed; Board/committees met regularly with executive sessions, indicating active oversight .
- Alignment concerns: No reported beneficial ownership—cash-only retainer and absence of equity awards for FY2024 may limit ownership alignment and pay-for-performance incentives for Zhang as a director .
- Board structure risk: Combined CEO/Chair with two non‑independent directors may reduce independent leadership leverage; mitigated by independent committees including Zhang’s chair role and formal risk oversight delineation .
- Conflicts: Company-level related party loans to CEO (not to Zhang); Zhang’s committee oversees independence and conflicts of interest policies, which addresses structural risk at the board level .
- Process integrity: Section 16(a) compliance met in FY2024, with no noted filing deficiencies among reporting persons .