Hang Zhou

About Hang Zhou

Hang Zhou has served as an independent director of Embrace Change Acquisition Corp. (EMCG) since May 2022. He was 51 as of the September 27, 2023 record date. Zhou is Vice President for product/channel management at ARRIS Group (acquired by CommScope in 2019); previously he led ARRIS Greater China and held senior product roles at Motorola’s home division. He holds an MBA from Temple University (1998) and a BA in International Relations from Foreign Affairs College in China (1994). The board cites his experience in developing new businesses and products across domestic and international markets as core credentials .

Past Roles

External Roles

Board Governance

• Board classification and tenure: EMCG uses a classified board (Class I–III); Hang Zhou stood for re‑election at the Oct 2023 annual meeting to serve until the 2026 annual meeting, consistent with three‑year staggered terms .
• Independence: Nasdaq “independent” director; independent directors hold regularly scheduled meetings with only independents present .
• Committees and roles (2023 proxy):
  • Audit Committee: Member; all three members independent; committee responsibilities include auditor oversight, related‑party transaction approval, and quarterly meetings minimum .
  • Compensation Committee: Member and Chair; full chartered remit over CEO and officer pay, equity plans, and director remuneration recommendations; adviser independence evaluation required .
  • Nominating and Corporate Governance Committee: Chair; sets director selection guidelines emphasizing notable achievements, ethics, diversity of skills, and financial/accounting experience when needed .
• Attendance: Specific meeting attendance rates are not disclosed in the proxies; Articles provide for meeting notice, quorum (two directors), written consents, and recording of dissent .
• 2025 board change: An 8‑K reported the resignation of independent director “Mou/Mo Zhou” on March 27, 2025 (no dispute), which may have reduced independent membership and required committee reconstitution; updated committee compositions are not disclosed in the provided filings .

Fixed Compensation

• No cash compensation before Business Combination: The Articles state “no cash remuneration shall be paid to any director prior to the consummation of a Business Combination.” Directors are entitled to reimbursement of out‑of‑pocket expenses in connection with company activities .
• Director remuneration form and flexibility: Post‑combination, director remuneration may take any form, including pensions/benefits, as determined by the board .
• Indemnification: To the extent permitted by law, EMCG provides indemnification and advancement of legal costs to directors and officers, subject to good faith and absence of fraud/wilful default .

Performance Compensation

• Performance‑conditioned director pay: No RSU/PSU, option awards, or performance metrics tied to non‑employee director compensation are disclosed in the provided proxies; pre‑combination cash is prohibited by Articles .

Other Directorships & Interlocks

Expertise & Qualifications

• Education: MBA (Temple, 1998); BA in International Relations (Foreign Affairs College, 1994) .
• Technical/industry expertise: Two decades in consumer premises equipment and communications hardware/software product management at Motorola/ARRIS/CommScope; multinational market experience .
• Governance credentials: Chairs Compensation and Nominating Committees; financially literate; Audit Committee membership alongside a designated “audit committee financial expert” (Gary Xiao) .

Equity Ownership

• Beneficial ownership: Individual share holdings for Hang Zhou are not provided in the 2024 and 2025 beneficial ownership tables (entries for directors were blank). Percent of outstanding for Hang Zhou not disclosed .
• Shares outstanding reference: 4,520,024 Ordinary Shares as of July 22, 2025 for calculating beneficial ownership percentages .
• Pledging/hedging: No pledging, hedging, or collateral arrangements for Hang Zhou are disclosed .
• 5%+ holders (context): Mizuho (8.9%), Wolverine (10.3%), Polar (5.5%), TD Securities (5.3%); sponsor Wuren Fubao (49.2%) .

Governance Assessment

• Strengths:
  • Independent status and leadership of key governance committees (Compensation and Nominating) support board effectiveness and oversight .
  • Audit Committee framework complies with SEC/Nasdaq, meets at least quarterly, and reviews related‑party transactions—important for SPAC structures .
  • Pre‑combination prohibition on cash director pay and reimbursement‑only policy mitigates misaligned cash incentives pre‑deal .
• Weaknesses/RED FLAGS:
  • Corporate opportunity waiver: Articles broadly renounce corporate opportunities for directors/officers and “Investor Group Related Persons,” allowing overlapping/competing activities; this increases potential conflicts and weakens alignment expectations typical of operating companies .
  • Ownership transparency: Individual director beneficial ownership (including Hang Zhou) not disclosed in proxy tables, reducing visibility into “skin‑in‑the‑game” alignment .
  • Committee composition stability: 2025 resignation of an independent director (Mo/Mou Zhou) may have affected committee independence/coverage pending reconstitution; no updated composition disclosed, introducing near‑term governance uncertainty .
• Process safeguards:
  • Related‑party transactions must be reviewed/approved by the Audit Committee; independent advisers required for Compensation Committee, with independence factors considered .
  • Classified board structure provides continuity but may reduce shareholder ability to rapidly refresh governance .

RED FLAG: Corporate opportunity renunciation clauses materially widen permissible conflicts with sponsor/affiliates; investors should monitor related‑party transaction reviews and committee independence tightly around the business combination process .

Insider Trades

Notes on Data Coverage

• Director cash/equity compensation specifics (retainer, RSU/PSU grants, options), attendance rates, and individual ownership details for Hang Zhou are not disclosed in the provided DEF 14A filings; Articles and committee charters provide structural governance context instead .
• Board/committee compositions may have changed after the March 27, 2025 resignation; updated proxy or 8‑K disclosures beyond Item 5.02 were not provided here .