Yanli Hou
About Yanli Hou
Yanli Hou is an independent director of CIMG Inc. (ticker: IMG) and has served on the board since June 6, 2024. She is designated as an audit committee financial expert and has a background in financial management, franchise operations, and digital transformation, with a bachelor’s in financial management from Shandong University of Finance and Economics (2006). The board has affirmed her independence under SEC and Nasdaq rules; all directors, including Hou, attended at least 90% of board and committee meetings in FY2024. Age: 42 (as disclosed in the director nominees table for 2025) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Daren Group | Chief Executive Officer | Aug 2021 – Oct 2022 | Led a national high-tech enterprise backed by state-owned civil aviation investment funds and notable investors . |
| WeTrade Group (US: WETG) | President | Mar 2019 – Jul 2021 | Contributed to live streaming business of Yueshang Group . |
| 3Q Children’s Business School (Henan Aishang International Education Consulting Co., Ltd.) | Co‑founder; operations lead | Jan 2014 – Mar 2019 | Oversaw overall operations and development; firm listed on Zhongyuan Equity Trading Center (code 204424) . |
| Tianan Insurance Company | Finance, audit, fund settlement head; assistant to GM; group finance manager | Sep 2006 – Apr 2013 | Progressively senior finance roles . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| MBV International Limited (HKEX: 01957) | Executive Director | Aug 1, 2023 – Present | Current public company directorship . |
Board Governance
- Board independence and structure: The board determined Ms. Hou is independent; the CEO also serves as Chair. The board regularly holds independent director sessions without management present; no lead independent director is disclosed .
- Attendance: All directors attended at least 90% of board and committee meetings in FY2024; all directors attended the 2024 annual meeting (virtual) .
- Committee assignments (current):
- Audit Committee – Member; designated “audit committee financial expert” and financially sophisticated (Audit met 4 times in FY2024) .
- Nominating & Corporate Governance Committee – Member (acted twice by unanimous written consent in FY2024) .
- Compensation Committee – Not a member (committee met 3 times in FY2024) .
- Board terms: Single class, elected annually for one-year terms .
Fixed Compensation (Director)
| Metric | FY2024 |
|---|---|
| Cash retainer/Fees earned | $4,000 |
| Equity awards (stock/RSU) | $0 |
| Option awards | $0 |
| Committee/Chair/Meeting fees | Not disclosed |
Notes: The director compensation table for FY2024 shows cash-only compensation for Ms. Hou; no equity was granted to current directors in FY2024 per the table .
Performance Compensation (Director)
| Component | FY2024 Detail |
|---|---|
| Performance cash bonus | None disclosed |
| Performance share units (PSUs) | None disclosed |
| Options with performance vesting | None disclosed |
| Stated performance metrics for director pay | Not disclosed |
Context: The proxy indicates no stock or option awards to Ms. Hou in FY2024; no director performance metrics were disclosed for determining director compensation .
Other Directorships & Interlocks
| Company | Listing | Role | Potential Interlock With IMG |
|---|---|---|---|
| MBV International Limited | HKEX: 01957 | Executive Director | None disclosed in related party/other sections . |
No related party transactions involving directors were disclosed under the company’s $120,000/1% threshold policy since October 1, 2020 (apart from standard compensation), and the audit committee reviews related party transactions .
Expertise & Qualifications
- Audit and financial expertise: Designated “audit committee financial expert” and financially sophisticated under SEC/Nasdaq standards .
- Domain expertise: Franchise chain operation planning and enterprise digital transformation expert; multiple entrepreneurial experiences .
- Education: Bachelor’s in financial management, Shandong University of Finance and Economics (2006) .
Equity Ownership
| Item | As of Aug 19, 2025 |
|---|---|
| Shares beneficially owned | 0 |
| Ownership % of outstanding | 0% (36,397,418 shares outstanding reference in section) |
| Vested vs. unvested equity | Not applicable; no awards outstanding . |
| Options (exercisable/unexercisable) | None disclosed . |
| Shares pledged | Prohibited by Insider Trading Policy (pledging and hedging not allowed for directors without advance approval; policy prohibits pledging) . |
| Stock ownership guidelines (directors) | Not disclosed . |
Governance Assessment
Key positives:
- Independence and engagement: Independent status; at least 90% attendance across board and committee meetings; member of two key committees (Audit; Nominating & Governance) .
- Financial oversight strength: Audit Committee member and designated “audit committee financial expert,” bolstering oversight of controls, reporting, and related-party reviews .
- Alignment safeguards: Company prohibits hedging and pledging of company stock by directors, improving alignment and reducing risk-taking incentives .
Potential concerns and monitoring items:
- Combined CEO/Chair structure with no disclosed lead independent director—can weaken independent board oversight; investors often seek robust executive sessions and empowered committee chairs as mitigants .
- Ownership alignment: Zero reported beneficial ownership as of Aug 19, 2025; with no FY2024 equity grants to Ms. Hou, alignment relies on policy and reputation rather than direct “skin in the game” .
- Director compensation structure: Cash-only, modest retainer in FY2024; absence of equity retainer may limit long-term alignment if sustained (though may reflect recent board refresh and pro‑rated service) .
RED FLAGS (to monitor)
- CEO also serves as Board Chair; no lead independent director disclosed .
- Zero share ownership by all directors as a group as of Aug 19, 2025 (including Ms. Hou) .
No related-party transactions involving Ms. Hou were disclosed; audit committee has explicit mandate to review/approve such transactions .
Additional Board/Committee Details (for context)
- Audit Committee members: Changzheng Ye (Chair), Yanli Hou (Member), Jinmei Guo Hellstroem (Member); met 4 times in FY2024 .
- Compensation Committee members: Zongmei Huang (Chair), Jinmei Guo Hellstroem (Member), Jianshuang Wang (Member); met 3 times in FY2024; authorized to retain independent consultants (none delegated in FY2024) .
- Nominating & Corporate Governance Committee members: Jinmei Guo Hellstroem (Chair), Zongmei Huang (Member), Yanli Hou (Member); acted by unanimous written consent twice in FY2024 .
- Independent director sessions of the board are held regularly .
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