Fu Liu
DATASEAAbout Fu Liu
Fu Liu is a director of Datasea Inc. (DTSS), age 60, with a background in accounting (Heilongjiang Institute of Finance and Economics, 1987) and legal studies (CPC Party School Heilongjiang Provincial Committee, 1989) . He is the father of CEO/Chair Zhixin Liu, making him a non-independent director under Nasdaq rules and company disclosures . As of March 28, 2025, he beneficially owned 1,760,630 shares, or 23.01% of outstanding common stock, indicating significant insider ownership .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Shuhai Beijing | Chairman of the Board | Feb 2015 – present | Leadership of operating affiliate/VIE; brings executive and governmental experience to DTSS board |
| Harbin Jinfenglvyuan Bio-Technology Co., Ltd. | Chairman of Board | Feb 2012 – Jan 2015 | Executive experience |
| Beijing Jinyajianguo Refrigeration Equipment Co., Ltd. | Director | Jan 2011 – Jan 2015 | Executive experience |
| Kedong County Rural Economic Management Office (Qiqihar, Heilongjiang) | Director | Jan 2005 – Jan 2012 | Governmental/political expertise |
External Roles
| Organization | Role | Status |
|---|---|---|
| Shuhai Beijing | Chairman of the Board | Current |
| Other public company boards | — | No public company directorships disclosed in DTSS proxy biography |
Board Governance
| Item | Detail |
|---|---|
| Board role | Director (not independent) |
| Committee memberships | None (not listed on Audit, Compensation, or Nominating & Corporate Governance) |
| Independence determination | Independent directors: Stephen (Chun Kwok) Wong, Michael J. Antonoplos, Yan Yang; Fu Liu not independent; nominee Yijin Chen expected to qualify if elected |
| Family relationship | Father of CEO/Chair Zhixin Liu (disclosed family relationship) |
| FY2024 meetings held | Board: 2; Committees: Audit 4, Compensation 2, Governance 1 |
| Attendance | Each incumbent director attended at least 80% of Board and committee meetings in FY2024; in FY2023, at least 75% |
| Board leadership | CEO also serves as Chair; no Lead Independent Director |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Notes |
|---|---|---|
| FY2024 | 33,649 | Listed in Director Compensation (cash component); narrative notes he is also Chairman of Shuhai Beijing with annual package RMB 1,200,000 (~$168,243) separate from DTSS director fees |
| FY2023 | 34,582 | Listed in Director Compensation (cash component); monthly restricted stock program existed but FY2023 table shows no stock awards line item for Fu Liu |
Performance Compensation
| Year/Program | Award Type | Grant Schedule / Shares | Vesting / Holding | Fair Value Recognized ($) | Terms/Notes |
|---|---|---|---|---|---|
| FY2024 Director Compensation | Stock awards | — | — | 762,012 | Recorded stock award value in FY2024 Director Compensation table |
| Monthly Restricted Stock Program | Restricted shares | 10,000 shares per month; began July 1, 2021; reaffirmed to start Feb 1, 2024 and payable quarterly | Vested immediately; undertaking not to divest for six months after issuance | — | Grant price is prior-day close; post 1-for-15 reverse split effective Jan 19, 2024 |
| IP Purchase (Aug 9, 2024) | Restricted shares | 398,925 shares granted to Fu Liu for purchase of two software copyrights | — | — | Related-party transaction; shares granted as consideration |
| Equity Incentive Plan | Plan terms | RS/RSU/Options permitted under 2018 Plan | Change-in-control may allow acceleration if provided in award agreement | — | Plan share reserve increased over time; Amendment No. 4 proposed to 7,600,000 shares |
Performance metrics tied to director equity awards are not disclosed; the plan permits time-based RS/RSUs and nonqualified options without specified performance conditions in proxy disclosures .
Other Directorships & Interlocks
| Company | Relationship | Nature | Governance/Conflict Notes |
|---|---|---|---|
| Shuhai Beijing (affiliate/VIE) | Chairman of the Board | Affiliate to DTSS | Multiple related-party arrangements across leases and IP transfers; compensation at affiliate; potential conflict risk due to control and transactions with DTSS |
Expertise & Qualifications
- Accounting education (Heilongjiang Institute of Finance and Economics, 1987) and legal studies (CPC Party School Heilongjiang Provincial Committee, 1989) .
- Executive leadership across multiple companies; governmental and political expertise via rural economic management role .
Equity Ownership
| As-of Date | Beneficial Ownership (shares) | % of Outstanding | Unvested Shares | Options (Exercisable/Unexercisable) | Pledged as Collateral |
|---|---|---|---|---|---|
| Mar 28, 2025 | 1,760,630 | 23.01% (out of 7,651,111 shares) | — | — | Not disclosed |
| Apr 24, 2024 | 474,721 | 15.73% (out of 3,017,944 shares) | 150,000 (as of June 30, 2024) | None disclosed; FY2024/23 show no option grants | Not disclosed |
Governance Assessment
- Independence: Not independent; direct family tie to CEO/Chair and extensive affiliate leadership (Shuhai Beijing). This constrains board independence and may impair objective oversight .
- Committee roles: No committee assignments; independent oversight on key committees is provided by other directors, but lack of Fu Liu’s committee involvement limits his formal governance role .
- Attendance: Company states ≥80% attendance in FY2024 (and ≥75% in FY2023) for all incumbents, mitigating engagement concerns but without director-specific detail; still acceptable for small-cap governance .
- Compensation alignment: Equity-heavy director compensation in FY2024 ($762,012 stock awards vs. $33,649 cash) increases alignment but the monthly restricted stock program appears time-based rather than performance-tied, weakening pay-for-performance rigor .
- Ownership: High beneficial ownership (23.01%) aligns interests with shareholders but amplifies control risks and potential conflicts, particularly alongside related-party transactions .
- RED FLAGS:
- Related-party transactions: IP purchases from Fu Liu and CEO paid in restricted shares; recurring leases and car rentals with CEO, including unpaid rent and later reduction/waiver; insider subscription financing involving Fu Liu and CEO. These indicate material related-party exposure and potential conflicts of interest .
- Board leadership concentration: CEO also Chair; no Lead Independent Director; independence majority maintained but leadership concentration is a governance risk .
- Family relationship on board: Father-daughter relationship elevates conflict risk and raises concerns on oversight of management compensation and related-party approvals .
Director Compensation (Detail)
| Fiscal Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| FY2024 (Fu Liu) | 33,649 | 762,012 | 795,661 |
| FY2023 (Fu Liu) | 34,582 | — | 34,582 |
Committee Assignments (FY2024 context)
| Committee | Membership (Fu Liu) | Chair Role |
|---|---|---|
| Audit Committee | No | — |
| Compensation Committee | No | — |
| Nominating & Corporate Governance Committee | No | — |
Attendance Context
| Fiscal Year | Board Meetings Held | Committee Meetings Held (Audit/Comp/Gov) | Fu Liu Attendance |
|---|---|---|---|
| FY2024 | 2 | Audit 4 / Comp 2 / Gov 1 | ≥80% for incumbents (director-specific detail not disclosed) |
| FY2023 | 2 | Audit 4 / Comp 4 / Gov 1 | ≥75% for incumbents (director-specific detail not disclosed) |
Related-Party Transactions (Selected)
- Office and vehicle leases with CEO; rent reductions and waivers recorded as shareholder capital contributions (ongoing and material) .
- Subscription agreements (Sept 27, 2024) where non-U.S. investors, including CEO and Fu Liu, purchased 1,932,224 shares at $2.06/share, total gross proceeds ~$4.0 million; all proceeds received by Oct 15, 2024 .
- IP purchase agreements (Aug 9, 2024) granting 398,925 restricted shares to Fu Liu and separately to CEO for software copyrights transferred to the Company .
Oversight note: Audit Committee charter requires pre-approval and review of related-party transactions; independent audit committee membership noted, but concentration of control and family ties require heightened scrutiny for fairness and process .
Compensation Structure Analysis
- Shift in mix: FY2024 shows a substantial increase in equity compensation vs. prior year’s cash-only director comp; no disclosed performance metrics for equity grants, suggesting time-based awards and raising questions on pay-for-performance rigor .
- Equity plan expansion: Plan share reserve increases (Amendment No. 4 to 7,600,000 shares) broaden capacity for equity grants; consider dilution and governance safeguards (independent committee oversight) .
Equity Ownership & Alignment Notes
- Unvested RS balance: 150,000 shares as of June 30, 2024; options not disclosed; no pledging disclosures found .
- Ownership concentration: 23.01% stake (2025) and prior 15.73% (2024) implies significant alignment but also potential to influence voting outcomes, especially with combined insider holdings .
Governance Recommendations for Investors
- Insist on robust related-party transaction policies, fully independent approvals, and enhanced disclosure of valuation and fairness for insider IP and financing deals .
- Encourage adoption of a Lead Independent Director and consideration of separating Chair/CEO roles to strengthen independent oversight .
- Promote performance-based director equity (e.g., multi-year RSUs tied to TSR or operating metrics) instead of purely time-based grants to improve pay-for-performance alignment .
- Monitor dilution from equity plan amendments and ensure grants are proportionate to market norms for small-cap issuers .