Zhou Hongxiao
About Zhou Hongxiao
Zhou Hongxiao (age 48) is Chief Executive Officer and a Director of Longduoduo Company Limited, serving as CEO and director since the company’s incorporation. She oversees overall operations, budget development and oversight, and sales/marketing process and compliance; her background includes marketing management and CEO roles in consumer and health-related businesses, with a bachelor’s degree from Inner Mongolia Radio and Television University (2003) and a technical degree from Jilin City Institute of Technology (1998) . Compensation is predominantly fixed salary with no annual bonus or equity, and no disclosed performance metrics (TSR, revenue, EBITDA) tied to pay; Zhou reported 0 shares beneficially owned as of January 9, 2025, indicating minimal direct equity alignment . Board leadership separates Chair (Xu Huibo) and CEO roles; Zhou is a non‑independent director and does not serve on Audit or Nominating committees (only Xu among non‑independents sits on Compensation), mitigating but not eliminating dual‑role governance concerns .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tianjin Aike Clothing Co., Ltd. | Marketing Manager | 2004–2016 | Sales management, regulatory/compliance processes, budget oversight |
| Tianyan Tea Industry Co., Ltd. | Chief Executive Officer | 2017–2019 | Led operations and business oversight |
| Longduoduo Health Technology Co., Ltd. | Chief Executive Officer | 2020–present | Overall operations leadership; sales/marketing programs; process controls |
| Longduoduo Company Limited | Chief Executive Officer & Director | Since incorporation | Principal executive officer; Board member; overall company operations |
External Roles
- No other public company directorships or committee roles disclosed in company filings .
Board Governance & Service
- Role and independence: CEO and Director; deemed not independent under Nasdaq rules adopted by the Board for governance purposes .
- Board structure: Chair and CEO roles separated (Chair: Xu Huibo), with independent chairs for Audit (Shan Bo), Compensation (Wu Binbin), and Nominating (Ma Jiayang) committees .
- Committee memberships: Zhou is not on the Audit or Nominating committees; only one non‑independent (Xu) sits on Compensation; Zhou does not serve on Compensation .
- Board/committee activity: Board met once formally in FY2024; three unanimous written consents; committees did not hold formal meetings in FY2024 .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|---|
| Base Salary ($) | 13,245 | 26,182 | 38,218 | 22,245 |
| Target Bonus (%) | N/A | N/A | N/A | N/A |
| Actual Bonus ($) | 0 | 0 | 0 | 0 |
Notes:
- Filings report no bonuses, stock awards, or option awards for Zhou in FY2022–FY2025; total equals salary each year .
- No director compensation is paid to Zhou for board service; the company has no formal plan for compensating directors generally, with exceptions for specific independent directors as noted below .
Performance Compensation
| Plan / Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| No annual or long‑term performance plans disclosed for CEO (no cash STI, no PSUs, no options) in FY2022–FY2025 | N/A | N/A | N/A | N/A | N/A |
Additional details:
- No securities authorized under any equity compensation plan; no individual equity grants since inception .
- “Outstanding Equity Awards” tables show none for all officers at each fiscal year end .
Equity Ownership & Alignment
| As-of Date | Shares Owned | Ownership % | Options (Exercisable/Unexercisable) | RSUs/PSUs Unvested | Pledged Shares |
|---|---|---|---|---|---|
| Jan 9, 2025 (Record Date) | 0 | 0.00% | 0 / 0 (no options outstanding company‑wide) | 0 (no equity plan) | None disclosed |
| As of 10‑K filing (shares O/S 30,015,036) | 0 | 0.00% | 0 / 0 (no options outstanding company‑wide) | 0 (no equity plan) | None disclosed |
Section 16 filings:
- Form 3 (initial) filed 12/11/2023 reported no securities beneficially owned .
Ownership context:
- A controlling shareholder (Zhang Liang) owns ~51.3% of outstanding shares as of FY2024–FY2025, which can influence governance and reduces minority holder influence .
Employment Terms
| Term | Details |
|---|---|
| Employment Agreement | Executives have employment contracts providing for payment of stated salary; terminable by either party on 30 days’ written notice . |
| Severance | No severance arrangements; no payments upon resignation/retirement/termination disclosed . |
| Change‑of‑Control | No change‑in‑control arrangements; no accelerated vesting (no equity awards outstanding) . |
| Clawbacks / Tax Gross‑Ups | No clawback policy or tax gross‑ups disclosed in filings reviewed . |
| Post‑termination / Non‑compete | Not disclosed . |
Director Compensation Snapshot (Board context)
| Director | Role | Cash Fees | Notes |
|---|---|---|---|
| Shan Bo | Independent Director; Audit Chair | $3,427 per quarter (RMB 25,000) | Committee chair; designated audit committee financial expert . |
| Wu Binbin | Independent Director; Compensation Chair | $0 (per Independent Director Agreement) | Compensation Committee chair; no consultant engaged by committee since organization . |
| Ma Jiayang | Independent Director; Nominating Chair | $0 (per Independent Director Agreement) | Nominating Committee chair . |
| Xu Huibo | Chair of the Board; Director; Compensation Committee Member (non‑independent) | — | Serves as Chair; non‑independent; sits on Compensation; not on Audit or Nominating . |
| Zhou Hongxiao | CEO; Director (non‑independent) | $0 for director service | Not on Audit, Nominating, or Compensation . |
Additional Governance, Transactions, and Risks
- Related party transactions: None exceeding the lesser of $120,000 or 1% of average total assets since FY2024; none currently proposed .
- Say‑on‑pay / shareholder proposals: 2025 proxy included only director elections and auditor ratification; no say‑on‑pay item .
- Committee independence: Board determined Xu Huibo and Zhou are not independent; only Xu (non‑independent) sits on Compensation; neither serves on Audit or Nominating. Three directors (Wu, Shan, Ma) are independent and chair the three committees .
- Board/committee activity: Low formal meeting frequency in FY2024 (Board met once; committees held no formal meetings), suggesting early-stage governance processes .
Investment Implications
- Pay-for-performance alignment: Compensation is low and almost entirely fixed cash with no annual bonus or equity incentives; no disclosed performance metrics or targets. This weakens alignment and reduces upside incentives typically associated with equity-linked compensation .
- Insider selling pressure: With no equity awards outstanding and no reported share ownership by Zhou, there are no vesting calendars or in‑the‑money options that could create predictable selling pressure—neutral from a technical flow perspective but offers no insider‑ownership signal .
- Retention/transition risk: Contracts allow termination on 30 days’ notice with no severance or CoC protection. While this preserves flexibility and avoids “golden parachutes,” it may elevate retention and succession risk during strategic transitions or external shocks .
- Governance quality: Separation of Chair/CEO is a positive; however, the presence of a non‑independent director on the Compensation Committee and minimal formal meeting activity are watch items. The controlling shareholder (≈51%) consolidates voting power, which can be stabilizing but may constrain minority influence .
- Watch catalysts: Any move to adopt an equity compensation plan, disclose measurable performance targets, or report insider share accumulation by Zhou would materially improve alignment and could be a positive signal. Conversely, related‑party transactions or option repricing (if a plan is later adopted) would be red flags .