Zhongli Liu

About Zhongli Liu

Zhongli Liu is an independent director of Smart Powerr Corp. (CREG) and currently serves as Chairman of the Audit Committee, with memberships on the Compensation and Nominating & Corporate Governance Committees . He was appointed to the Board on March 6, 2020, is age 65 as of the 2025 proxy, and has been designated by the Board as an “audit committee financial expert” given his finance and regulatory background . Liu holds a bachelor’s degree in finance from Xi’an Jiaotong University (1982) and a master’s degree in finance from Renmin University of China (1984), with prior roles including inspector in charge of securities inspection at the Shaanxi Supervision Bureau of the China Securities Regulatory Commission (1999–2019) and professor/department head at Xi’an Finance and Economics University (1984–1998) .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Liu is independent under Nasdaq rules; he is one of three non-employee independent directors (with Xiaoping Guo and LuLu Sun) .
• Committee roles: Audit Committee Chair; member of Compensation and Nominating & Corporate Governance Committees; designated “audit committee financial expert” by the Board .
• Lead independent director: The Board has not named a lead independent director .
• Attendance/engagement (FY2024): Board held 1 meeting; Audit 4; Compensation 1; Nominating & Corporate Governance 1; each director attended more than 75% of the meetings of the Board and committees on which they served .
• Executive sessions: Independent directors met in regularly scheduled executive sessions (Nasdaq requirement) .

Shareholder Support – Director Election Results (Liu)

The Board had five nominees in each year; quorum was present per Item 5.07 8‑Ks .

Fixed Compensation

Director compensation structure is cash-only; non-employee directors receive an annual Board fee of RMB 50,000 and do not receive additional committee/meeting fees .

No director stock options granted or outstanding for non-employee directors in 2023–2024 .

Performance Compensation

Other Directorships & Interlocks

Expertise & Qualifications

• Audit Committee Financial Expert: Board determined Liu qualifies based on education, accounting/finance acumen, and business experience .
• Regulatory/Enforcement: Two decades at CSRC Shaanxi Bureau overseeing securities inspections (1999–2019) .
• Academic Finance/Economics: Department head, professor, research leadership at Xi’an Finance and Economics University (1984–1998) .
• Education: BA Finance (Xi’an Jiaotong University, 1982); MA Finance (Renmin University of China, 1984) .

Equity Ownership

Related-Party Transactions and Conflicts

• Policy: Company has no written RPT policy; Audit Committee reviews and Board must approve RPTs; material RPTs must be on arm’s‑length terms .
• Disclosures: 2025 private placement where CEO/Chair purchased 2,925,373 shares at $0.67 (average 5‑day price), negotiated at arm’s length; no transactions disclosed involving Director Liu or immediate family .

Compensation Committee Analysis

• Composition: All independent (Guo, Liu, Sun); chaired by Guo .
• Consultant Use: No compensation consultants engaged in FY2024; likewise none in FY2023 .
• Interlocks: No Compensation Committee interlocks or insider participation disclosed .

Governance Assessment

• Strengths:

  • Audit Committee Chair with “financial expert” designation; strong regulatory pedigree enhances financial reporting oversight .
  • Consistently high shareholder support for re-election; e.g., 2025: 907,806 For vs 159,772 Against; 2024: 1,561,231 For vs 361,015 Against; 2023: 1,782,435 For vs 16,869 Withheld .
  • Independent director; Board holds executive sessions of independent directors .

• Risks / Red Flags:

  • Zero personal share ownership as of latest proxies; limited “skin‑in‑the‑game” alignment for a long‑tenured audit chair .
  • Cash‑only director pay (RMB 50,000) and no equity grants reduce alignment with long‑term shareholder value .
  • No written related‑party transaction policy; oversight relies on Audit Committee/Board review .
  • No lead independent director while CEO serves as Board Chair, concentrating power and potentially constraining independent oversight .
  • Board pursued a 100x increase in authorized common shares (10,000,000 to 1,000,000,000), approved by shareholders—material dilution capacity; highlights need for vigilant capital allocation oversight .

Note: No say‑on‑pay proposals were presented in 2023–2025 proxies; auditor ratification voted; director elections held annually .

Appendices

Committee Memberships (Current)

Director Fee Detail (Non-Employee Directors, FY2024)

Board Meetings and Attendance (FY2024)