Xiaoping Guo
About Xiaoping Guo
Xiaoping Guo is an independent director of Smart Powerr Corp. (CREG), appointed to the Board on June 1, 2017; he is 72 years old as of the 2025 proxy and has extensive project engineering, development, and management experience, including service as assistant to the president of Datang New Energy Co., Ltd. since 2010 . He holds a bachelor’s degree from Xi’an Jiaotong University (1977) and a master’s in systems engineering from the same institution (2000) . The Board has determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Datang New Energy Co., Ltd. | Assistant to the President | 2010–present (as disclosed) | Executive experience cited by the Board as a qualification for CREG directorship |
| Smart Powerr Corp. (CREG) | Independent Director | Appointed June 1, 2017; serving through 2025 nomination | Member of Audit, Compensation, and Nominating & Corporate Governance Committees; chairs Compensation Committee |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| Datang New Energy Co., Ltd. | Assistant to the President | Not specified in CREG filings | Disclosed as current employment; no other public company directorships are listed for Guo in the proxy biography . |
Board Governance
- Independence: The Board classifies Xiaoping Guo as an independent director under Nasdaq rules .
- Committee assignments and chair roles (2025):
- Compensation Committee – Chair .
- Audit Committee – Member (chair: Zhongli Liu) .
- Corporate Governance & Nominating Committee – Member (chair: LuLu Sun) .
- Attendance and engagement (FY2024): The Board held 1 meeting; Audit 4; Nominating 1; Compensation 1, and each director attended more than 75% of Board and committee meetings on which they served .
- Lead independent director: None; CEO also serves as Board Chair .
Director Election Results – Shareholder Support Signal
| Metric | 2024 Annual Meeting | 2025 Annual Meeting |
|---|---|---|
| Votes For | 1,524,796 | 903,961 |
| Votes Against | 397,489 | 163,618 |
| Withheld/Abstain | 1,924 | 903 |
| Broker Non‑Votes | 2,948,376 | 458,068 |
Note: In both 2024 and 2025, Guo received the highest “Against” votes among nominees, though all directors were elected; this may indicate relatively higher shareholder dissent versus peers .
Fixed Compensation
Non‑employee director pay is a flat cash retainer; there are no committee chair/membership or meeting fees.
| Component (USD unless noted) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Annual Board Retainer | RMB 50,000 (policy) | RMB 50,000 (policy) | RMB 50,000 (policy) |
| Fees Earned/Paid in Cash – Xiaoping Guo | $7,813 | $7,043 | $7,022 |
| Committee Chair Fees | None | None | None |
| Committee Membership Fees | None | None | None |
| Meeting Fees | None | None | None |
Performance Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Stock Awards (RSUs/DSUs) | — (none disclosed) | — (none disclosed) | — (none disclosed) |
| Option Awards | — (none disclosed) | — (none disclosed) | — (none disclosed) |
| Non‑Equity Incentive/Bonus | — (none disclosed) | — (none disclosed) | — (none disclosed) |
The company states non‑employee directors do not receive equity, meeting fees, or committee fees; only the RMB 50,000 annual cash retainer was paid in the periods shown .
Other Directorships & Interlocks
| Company | Role | Interlock/Overlap | Notes |
|---|---|---|---|
| None disclosed | — | — | CREG’s proxy biography for Guo lists no other public company board roles; only Datang New Energy employment is disclosed . |
Expertise & Qualifications
- Education: B.S., Xi’an Jiaotong University (1977); M.S. in Systems Engineering, Xi’an Jiaotong University (2000) .
- Domain experience: Project engineering, development, and management; Board cites these as qualifications for service .
- Committee leadership: Chair of the Compensation Committee, with authority to engage advisors (none engaged in FY2024) .
Equity Ownership
| Metric | 2023 (as of 11/6/2023) | 2024 (as of 11/12/2024) | 2025 (as of 8/13/2025) |
|---|---|---|---|
| Beneficial Ownership – Shares | 0 | 0 | 0 |
| % of Outstanding | 0% | 0% | <1% (disclosed as “*”) |
| Options/RSUs (Exercisable/Unexercisable) | None disclosed | None disclosed | None disclosed |
| Pledged/Hedged Shares | Not disclosed | Not disclosed | Not disclosed |
Related‑Party Exposure and Conflicts
- Company policy: Audit Committee reviews related‑party transactions and Board approval is required; transactions must be on terms no less favorable than with unaffiliated third parties .
- Disclosed transactions: 2025 private placement in which CEO/Chairman Guohua Ku purchased 2,925,373 shares; no transactions involving Xiaoping Guo are disclosed .
Compensation Committee Practices (Oversight Context)
- Composition: All independent; members include Guo (Chair), Liu, and Sun .
- Advisors: No independent compensation consultants were engaged in FY2024 .
- Governance infrastructure: Committee operates under a written charter available on the company website .
Governance Assessment
-
Strengths
- Independence: Guo is one of three independent directors; all members of Audit, Compensation, and Nominating committees are independent .
- Committee workload and leadership: Guo serves on all three key committees and chairs Compensation, signaling central involvement in pay and succession oversight .
- Attendance: Directors (including Guo) attended >75% of Board and committee meetings in FY2024, indicating baseline engagement .
-
Risks / RED FLAGS
- Low ownership alignment: Guo holds no CREG shares (0 across 2023–2025), with no director equity awards disclosed; this weakens “skin‑in‑the‑game” alignment for a comp‑committee chair .
- Shareholder dissent signal: Guo received the highest “Against” votes among nominees in both 2024 and 2025 elections, albeit elected; investors may be expressing relative concern about governance or performance oversight .
- Board leadership structure: CEO also serves as Board Chair with no lead independent director; this elevates the importance of strong independent committee chairs like Guo to counterbalance management influence .
- Compensation process: The Compensation Committee did not engage an independent consultant in FY2024; while not required, this can be viewed as a process weakness, especially given Guo’s chair role .
Overall implication: Guo’s committee leadership and independence are positives, but zero ownership and relatively higher “Against” votes suggest investor concerns about alignment and oversight rigor. Strengthening director ownership and enhancing compensation process independence could improve confidence .