Zhixin Liu

About Zhixin Liu

Zhixin Liu is Chairman of the Board and Chief Executive Officer of Datasea Inc.; she is 39 years old, holds an MBA from Universidad Rovira i Virgili IGEMA (2023), and previously studied business administration at China Agricultural University . She founded Shuhai Beijing in February 2015 and has served under an employment agreement with Datasea since February 2018; the contract was amended in 2023 to increase salary and allowances under PRC labor law . Under her leadership, Datasea’s FY2025 revenue reached $71.62 million, up 198.7% year over year, with fourth-quarter adjusted net income breakeven, and annual net loss narrowed 67.6% versus FY2024, reflecting strong execution in AI multimodal digitalization and acoustic technologies . Liu also publicly committed to buy up to $3 million of DTSS shares via a 10b5-1 plan, strengthening alignment with shareholders .

Past Roles

External Roles

• No other public-company directorships are disclosed in Liu’s Datasea biographies beyond her Datasea board service and the private-company roles listed above .

Fixed Compensation

Employment contract terms:

• Original contract: Feb 11, 2018–Feb 10, 2021; base salary RMB 20,000/month ($3,011); bonuses/transport/housing; total package RMB 600,000/year ($90,340) .
• Amended: From Jan 1, 2023, base RMB 25,000/month ($3,601) and annual compensation RMB 1,200,000 ($172,873); eligible for bonuses, transport and housing subsidies .

Performance Compensation

Restricted stock structure (no defined performance metrics disclosed):

Note: The 2018 Equity Incentive Plan permits performance compensation awards generally but Datasea has not disclosed explicit revenue, EBITDA, TSR, or ESG-linked metrics or weightings tied to Liu’s awards .

Equity Ownership & Alignment

Outstanding equity awards as of FY-end:

Additional alignment signals:

• Open-market purchase plan: Board approved Liu’s intent to buy up to $3,000,000 of common stock over 12 months, with 10b5-1/10b-18 compliance .
• September 27, 2024 subscription: Liu purchased shares at $2.06 (closing price on Sept 26, 2024), part of a $4.0 million raise fully funded by Oct 15, 2024 .

Pledging/hedging: No disclosure of share pledging or hedging by Liu; Plan-level transfer rules restrict award transferability, and broker-assisted exercise mechanisms require shares not be pledged for option exercises .

Employment Terms

Change-of-control/acceleration:

• Plan-level provision allows the Compensation Committee, if provided in award agreements or otherwise determined, to accelerate or modify exercise/expiration dates and adjust share limits upon a change in control; specific single/double-trigger terms are not disclosed .

Board Governance

Board service and roles:

• Liu serves as Chairman of the Board and CEO; Datasea does not have a Lead Independent Director .
• Board meeting cadence in FY2024: full Board met twice; Audit Committee met four times, Compensation Committee twice, Governance Committee once; each incumbent director attended at least 80% of meetings .

Committee composition:

Independence:

• Independent directors: Stephen Wong, Michael J. Antonoplos, and Yan Yang; Liu is not independent .
• Family relationship: Liu is the daughter of director Fu Liu .

Director compensation:

• Liu receives no additional director compensation beyond executive compensation .

Related Party Transactions (Governance Red Flags)

• Office leases with CEO: multiple renewal and rent reductions culminating in a rent reduction agreement on Sept 10, 2024 (annual rent reduced to RMB 50,000 for May 1, 2022–Apr 30, 2025), with specified unpaid rent periods; detailed amounts and timing disclosed .
• Vehicle leases with CEO: agreements in 2022–2024 for two cars; CEO waived rental payments on Dec 10, 2024, recorded as shareholder capital contribution .
• Subscription agreements: Sept 27, 2024, Liu and others subscribed to 1,932,224 shares at $2.06, raising ~$4.0 million, fully funded by Oct 15, 2024 .
• IP purchases: Aug 9, 2024, Datasea acquired two software copyrights from Liu for 398,925 restricted shares; similar grant to Fu Liu for IP .

Performance & Track Record

Management commentary emphasized dual growth engines (AI multimodal digitalization and acoustic high-tech), client expansion and solution margin improvements as drivers of FY2025 results .

Compensation Structure Analysis

• Shift toward equity compensation: Liu’s FY2024 stock awards totaled $993,488.50 vs. no stock awards in FY2023, indicating increased equity grant intensity relative to cash salary .
• Lack of disclosed performance metrics: RS grants vest immediately with time-based six-month holding undertakings, and no revenue/EBITDA/TSR targets are disclosed for Liu’s awards, suggesting limited pay-for-performance linkage .
• Dilution risk: Equity plan share reserve increased from 2,600,000 to 7,600,000 shares proposed in Amendment No.4, expanding capacity for future equity grants .
• Option usage: No options granted to executives in FY2024; equity is primarily RS grants .

Equity Ownership & Insider Trading Signals

• High insider ownership: Liu beneficially owns 27.57% of common shares as of Mar 28, 2025 (2,109,252 shares), indicating strong alignment; ownership increased from 25.08% as of Apr 24, 2024 .
• Insider buying: Liu’s plan to purchase up to $3 million in stock and participation in a $2.06/share subscription support confidence and reduce near-term selling pressure despite immediate vesting of RS grants (subject to six-month hold) .

Employment & Contracts (Retention, Change-in-Control)

• Contract and compensation enhance retention via salary increases and ongoing RS grants; severance multiples and non-compete/non-solicit provisions are not disclosed .
• Change-in-control: Plan allows discretionary acceleration by Compensation Committee if provided in award agreements; specific triggers/multiples not disclosed .

Board Service History and Dual-Role Implications

• Dual role: CEO and Chairman combined, with no Lead Independent Director, concentrating authority; risk oversight is handled via committees, but independence concerns remain, particularly given family ties .
• Attendance: Board/committee engagement in FY2024 with ≥80% attendance supports governance participation metrics .

Risk Indicators & Red Flags

• Dual role with no Lead Independent Director; independence risk .
• Family relationship on board (Liu and Fu Liu), potential governance and related-party risk .
• Extensive related-party transactions (leases, IP purchase), requiring continued Audit Committee oversight .
• Equity plan reserve expansion heightens dilution concerns for minority shareholders .
• Prior Nasdaq minimum bid price noncompliance; regained compliance Feb 2024 after reverse split .

Compensation Committee Analysis

• Composition: Independent directors Yan Yang (Chair), Stephen (Chun Kwok) Wong, Michael J. Antonoplos .
• Consultants: No disclosure of independent compensation consultant use or conflicts .

Say-on-Pay & Shareholder Feedback

• Not disclosed in the 2024/2025 proxy statements reviewed .

Investment Implications

• Alignment: High insider ownership and announced insider purchases are positive signals; monthly RS grants include six-month hold which tempers near-term selling, but immediate vesting and large plan reserves pose dilution risk .
• Governance: Dual CEO/Chair structure without a Lead Independent Director, family ties on the board, and recurring related-party transactions warrant a governance risk premium and ongoing monitoring of Audit/Compensation Committee oversight .
• Performance: Rapid revenue growth and improved loss profile under Liu’s tenure signal execution momentum; lack of disclosed performance metrics in executive pay suggests limited direct pay-for-performance linkage, so investors should rely on operating KPIs and cash generation rather than compensation scorecards when assessing alignment .