Yan Yang
DATASEAAbout Yan Yang
Yan Yang, 55, serves as an Independent Director at Datasea Inc. (DTSS). She is Chair of the Compensation Committee and a member of the Audit Committee and Nominating & Corporate Governance Committee. Her background spans marketing and import/export leadership roles, including Secretary General of Dragon Merchants International Alliance since 2018; she appears on DTSS’s board across 2023–2025 proxy filings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Beijing Mingsheng Kaitai Books Co., Ltd. | General Manager | 2005–2018 | Commercial operations leadership |
| China Sunrise Enterprise Group (Import & Export Co.) | Deputy General Manager | 2003–2005 | Import/export management |
| Modern Book Distribution Company | General Manager, Distribution Dept. | 1998–2003 | Distribution operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Dragon Merchants International Alliance | Secretary General | 2018–Present | Industry alliance leadership (non-public company) |
| Public company directorships | — | — | No other public company board roles disclosed for Yan Yang in 2023–2025 proxies |
Board Governance
- Committee assignments: Compensation Committee (Chair: Yan Yang); Audit Committee (Member); Nominating & Corporate Governance Committee (Member). All three committees have charters and comply with NASDAQ independence rules .
- Independence: The Board determined Yan Yang is independent under NASDAQ rules (with independent directors including Stephen Wong and Michael J. Antonoplos in earlier periods) .
- Attendance: In FY2024, the Board held two meetings and committees held seven (Audit 4, Compensation 2, Governance 1); each incumbent director attended at least 80% of Board and committee meetings of which they were members. In FY2023, each incumbent attended at least 75% (Board held two; committees nine total) .
- Audit oversight: Stephen Wong is designated the Audit Committee financial expert; the Audit Committee pre-approves audits/non-audits and reviews related-party transactions .
- Leadership structure: CEO also serves as Chair; no Lead Independent Director; Board relies on committees for risk oversight .
Fixed Compensation
Fiscal-year director compensation for Yan Yang (independent director):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Fees Earned or Paid in Cash ($) | $0 | $0 | $0 |
| Stock Awards ($) | $0 | $0 | $0 |
| Total ($) | $0 | $0 | $0 |
Notes: FY 2024 Director Compensation table shows zero for Yan Yang; similar zero entries in FY 2023 and FY 2022 tables .
Performance Compensation
- Stock options/RSUs to directors: No director stock awards reported for Yan Yang in FY2022–FY2024 .
- Performance metrics tied to director compensation: Not disclosed for directors in DTSS proxies/10-K.
| Category | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Equity grants to Yan Yang (shares/$) | None disclosed | None disclosed | None disclosed |
| Performance metrics (TSR/EBITDA/ESG) | Not disclosed | Not disclosed | Not disclosed |
Other Directorships & Interlocks
| Area | Disclosure |
|---|---|
| Current public company boards | None disclosed for Yan Yang in DTSS filings |
| Committee roles at other public companies | Not disclosed |
| Interlocks/shared directorships with competitors/suppliers/customers | Not disclosed |
Expertise & Qualifications
- Functional domain: Marketing, import/export, distribution management; expected to contribute business and commercial insights to Board/committees .
- Audit financial expert designation: Not assigned to Yan Yang; Stephen Wong designated as audit committee financial expert .
Equity Ownership
Beneficial ownership as reported in proxies:
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Shares beneficially owned | 667 | 667 |
| % of shares outstanding | <1% | <1% |
| Ownership notes | Determined under SEC rules; address c/o Datasea in Beijing | Determined under SEC rules; address c/o Datasea in Beijing |
Additional ownership context:
- Section 16(a) compliance: Company disclosed timely filings for FY2023; in FY2025, all were timely except two named executives (not Yan Yang). No late filings noted for Yan Yang .
Governance Assessment
-
Strengths:
- Independence and committee leadership: Yan Yang is independent and chairs the Compensation Committee, indicating an oversight role in executive pay and pay policy design .
- Attendance: Consistent attendance thresholds met (≥80% in FY2024; ≥75% in FY2023), supporting engagement and board effectiveness .
-
Concerns/RED FLAGS:
- Board leadership concentration: CEO also serves as Chair; absence of a Lead Independent Director may limit independent oversight, elevating governance risk for compensation and related-party oversight .
- Related-party transactions: Multiple ongoing related-party leases and vehicle arrangements involving the CEO; although the Audit Committee reviews and approves such transactions, their prevalence represents a governance red flag for conflicts and investor alignment .
- Going concern disclosure: FY2025 10-K includes an auditor going-concern uncertainty, a broader risk factor that heightens scrutiny of compensation decisions and capital allocation under the Compensation Committee’s purview .
- Director compensation signal: Zero director cash/stock compensation for Yan Yang in FY2022–FY2024 may suggest limited financial alignment via board equity retainer versus peers; conversely, it reduces cash burn. Lack of disclosed director equity ownership guidelines also limits assessment of alignment .
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Implications for investors:
- Compensation oversight: As Compensation Committee Chair, Yan Yang influences equity plan amendments (e.g., increases to plan share reserve) and executive/share-based compensation structure; this role is pivotal amid going-concern risk and frequent related-party activity .
- Monitoring priorities: Track committee actions on pay mix (cash vs. equity), any discretionary grants, and scrutiny of related-party arrangements via Audit Committee reporting; evaluate progress on adding a Lead Independent Director and strengthening governance controls .