Zongmei Huang

About Zongmei Huang

Independent director since June 19, 2024 (age 53). Career spans senior management roles at PPS Baolian Company and ISS World in Hong Kong (1997–2018), and currently CEO of XinRui Technology Co., Limited (since 2019). Education: Hong Kong Metropolitan University, 1996. Core credentials: global business management, cross-border tech scaling, PE/VC support for growth-stage companies .

Past Roles

External Roles

Board Governance

• Independence: Board determined Ms. Huang is independent under SEC and Nasdaq standards; four of five directors were independent through FY2024 .
• Committee assignments and leadership:
  • Compensation Committee: Chair; independent membership; met 3 times in FY2024 .
  • Nominating & Corporate Governance Committee: Member; committee members all independent; acted twice by unanimous written consent in FY2024 .
  • Audit Committee: Not a member; Audit chaired by Changzheng Ye; 4 meetings in FY2024 .
• Attendance/engagement:
  • FY2024 Board meetings: six; all directors attended at least 90% of Board and committee meetings .
  • Additional disclosure: A July 2025 10-K/A indicates the FY2024 board met 8 times and all directors attended 100%; Audit met 4 times; Comp and Nominating did not formally meet, suggesting some disclosure variation; the proxy reflects later committee activity counts .
• Governance policies:
  • Hedging and pledging prohibited for directors and executive officers absent pre-approval; pledging is broadly prohibited, enhancing alignment .
  • Audit Committee reviews and approves related-party transactions; oversees risk and internal controls .

Fixed Compensation

• Notes: FY2024 amounts reflect pro-rated service after June 19, 2024 appointment; no equity or options granted to Ms. Huang in FY2024 per proxy .

Performance Compensation

No director-specific performance metrics (TSR, revenue/EBITDA goals, ESG, etc.) tied to Ms. Huang’s compensation were disclosed for FY2024 .

Other Directorships & Interlocks

Expertise & Qualifications

• Global business management; scaling Chinese tech internationally; investment exposure to enterprise software, cloud, cybersecurity, fintech, logistics, and digital entertainment .
• Independent chair of Compensation Committee; familiarity with compensation governance and equity plan administration .

Equity Ownership

• Ownership alignment policies:
  • Hedging/short sales and pledging prohibited for directors/executives without pre-approval; pledging broadly disallowed, reducing misalignment risk .
• Pledging: No shares pledged (zero ownership) .
• Insider filings: Company states timely Section 16(a) compliance for FY2024 filers .

Related-Party Transactions

• Company states no related-party transactions since Oct 1, 2020 meeting thresholds for disclosure, beyond compensation arrangements; Audit Committee tasked with approval of related-party transactions .

Governance Assessment

• Positives

  • Independent director; chairs the Compensation Committee; member of Nominating & Corporate Governance; committees are fully independent .
  • Attendance robust (≥90% in FY2024); committee engagement disclosed; Nominating acted by written consent twice, indicating activity despite limited formal meetings .
  • Strong alignment policy via hedging and pledging prohibitions; Related-party oversight defined at Audit Committee .

• Watch items / RED FLAGS

  • Company disclosed ineffective internal control over financial reporting as of Sep 30, 2024; while not attributed to an individual director, it heightens oversight demands on the Board/committees, including Compensation’s risk oversight of pay practices and Nominating/Governance structures .
  • Zero beneficial ownership by all directors/officers as of Aug 19, 2025; combined with no FY2024 equity grants to Ms. Huang may signal limited “skin-in-the-game” unless equity awards are instituted in subsequent periods .
  • Disclosure inconsistency on FY2024 board/committee meeting counts between the July 2025 10-K/A and the October 2025 proxy suggests the need for clarification on committee cadence and effectiveness; investors may seek confirmation of updated committee activity and charters .

• Implications for investors

  • As Comp Committee chair, Ms. Huang is central to executive pay design and upcoming 2026 Equity Incentive Plan administration; monitor for equity grant resumption to directors to improve alignment and for adoption of robust performance metrics in executive plans .
  • Given prior ICFR weakness, confirm whether governance and audit remediation milestones are established and whether compensation risk assessments address potential control failures (committee charters indicate scope, but outcomes not yet disclosed) .