Jinhao Pang
Singularity Future TechnologyAbout Jinhao Pang
Jinhao Pang (age 26) serves as Director and Manager of the Technology Department at Singularity Future Technology Ltd. (SGLY); he was appointed on November 18, 2024. He holds an M.S. in Computer Science from New York University (May 2024) and a B.S. in Information and Computing Science from Xi’an Jiaotong-Liverpool University (July 2022). Prior experience includes software engineering at Yisa Technology Co., Ltd. in Qingdao, China (June 2021–August 2022) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Yisa Technology Co., Ltd. (Qingdao, China) | Software Engineer | Jun 2021 – Aug 2022 | Led module design enabling dynamic training content and interactive learning |
| Singularity Future Technology Ltd. | Manager, Technology Department | Appointed Nov 18, 2024 | Technology leadership; reports to CEO |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public-company directorships disclosed in biography |
Board Governance
- Role and independence: Pang is an Executive Director (Class I) and not classified as “independent”; the Board identified independent directors as Xu Zhao, Zhongliang Xie, and Yangyang Xu .
- Committee assignments: Audit (Chair Xie; members Zhao, Xu), Compensation (Chair Xu; members Zhao, Xie), and Corporate Governance/Nominating (Chair Zhao; members Xie, Xu). Pang is not a member of any standing committee .
- Tenure: Appointed November 18, 2024 (executive director); currently ~1 year of service .
- Board activity and attendance disclosure: The Board met 1 time in the fiscal year ended June 30, 2024 and acted 13 times by unanimous written consent; the company has no formal policy regarding director attendance at the annual meeting. Individual director meeting attendance rates are not disclosed .
Fixed Compensation
| Component | Amount/Terms |
|---|---|
| Director cash retainer | $0; reimbursed reasonable, approved expenses |
| Committee membership fees | Not disclosed; Pang not on any committees |
| Meeting fees | Not disclosed |
| Employee base salary (Technology Dept. Manager) | $60,000 annual base salary; employment agreement dated Nov 18, 2024 |
Performance Compensation
| Item | Terms/Value |
|---|---|
| Bonus eligibility | Discretionary annual bonus, subject to Board approval; no target % disclosed |
| Actual bonus paid (FY 2025) | None reported; total FY 2025 compensation for Pang shown as $5,000 (salary accrual); no bonus or equity awards disclosed |
| Equity awards (RSUs/PSUs/options) | None reported; “Outstanding Equity Awards” for named executives: None |
| Severance provisions | If terminated without Cause or resigns for Good Reason, six months of Base Salary, contingent on release execution |
| Change-of-control provisions | Not disclosed in employment agreement |
| Clawback policy | Company maintains a Clawback Policy (Exhibit 97.1 referenced) |
| Non-compete / Non-solicit | Non-compete: 6 months; Non-solicit (employees/clients): 12 months |
| Arbitration / Jurisdiction | AAA employment arbitration; New York (Nassau/NY County); jury waiver |
| Director indemnification | Indemnified to maximum extent by law; advancement of expenses; no director compensation |
Other Directorships & Interlocks
| Company | Role | Committees | Status |
|---|---|---|---|
| None disclosed | — | — | No other public-company boards or interlocks disclosed |
Expertise & Qualifications
- Technical expertise: Computer science and software engineering; designed interactive training system modules at Yisa Technology .
- Education: M.S. in Computer Science (NYU, 2024); B.S. in Information and Computing Science (Xi’an Jiaotong-Liverpool University, 2022) .
- Industry experience: Technology function within SGLY’s pivot toward new energy and technology initiatives; appointed to manage Technology Department .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | Not disclosed; indicated as less than 1% |
| Ownership as % of outstanding | Less than 1% (based on 4,203,492 shares outstanding at record dates) |
| Vested vs unvested shares | Not disclosed |
| Options (exercisable/unexercisable) | None reported for Pang |
| Shares pledged as collateral | Not disclosed |
| Ownership guidelines & compliance | Not disclosed |
Governance Assessment
- Independence and board effectiveness: Pang is a non-independent executive director with an employment role reporting to the CEO, which may constrain independent oversight and challenge board autonomy; he holds no committee assignments (Audit, Compensation, Governance) that drive oversight and pay-setting .
- Compensation alignment: As a director, Pang is unpaid ($0 retainer), but as an employee he receives salary with discretionary bonus and severance; absence of equity grants reduces long-term alignment and “skin-in-the-game.” No equity awards are disclosed; beneficial ownership is less than 1% .
- Compliance signals: Section 16(a) reporting notes exceptions for newly elected directors Jia Yang and Jinhao Pang, indicating Form 3 filings were not on file at the proxy date—a process red flag that can impact investor confidence .
- Risk indicators: Company history includes a Special Committee investigation in response to the Hindenburg Research report (May 2022) and its dissolution (Feb 2023); while not tied to Pang, this context heightens the importance of robust independent oversight. Pang’s dual role and youth (26) with limited disclosed board experience may raise questions about governance depth and succession planning rigor .
- Related-party transactions: Aside from his employment agreement and director offer letter, the company states Pang had no transactions with the company since the beginning of the last fiscal year—reducing direct related-party exposure .
RED FLAGS
- Non-independent “executive director” with operating role; not on key oversight committees .
- Section 16(a) exception for Form 3 at proxy date (filing timeliness/control weakness) .
- No disclosed equity awards or meaningful ownership (<1%), limiting pay-for-performance alignment .
Positives
- No disclosed related-party transactions beyond employment terms .
- Clear employment agreement terms with defined non-compete/non-solicit and severance structure; company-level clawback policy referenced .
Insider Trades
| Form | Date | Shares | Price | Notes |
|---|---|---|---|---|
| Section 16(a) status | As of proxy dated Jun 11, 2025 | — | — | Exceptions noted for newly elected directors Jia Yang and Jinhao Pang regarding Form 3 filings; others filed (not necessarily timely) |
Related Party & Contracts (Director/Employee)
- Director Offer Letter: Compensation $0 as director; indemnification and confidentiality; termination/resignation mechanics; non-solicitation (12 months) .
- Employment Agreement: $60,000 base salary; discretionary bonus; benefits; 4 weeks PTO; expense reimbursement; non-compete (6 months), non-solicit (12 months), confidentiality/IP assignment; arbitration in NY; severance equal to 6 months base if terminated without Cause or resigns for Good Reason .
Say-on-Pay & Shareholder Feedback
- Advisory vote on executive compensation (July 1, 2025 annual meeting): Approved (For 1,851,680; Against 11,733; Abstain 345) .
Committee Structure (for context)
- Audit: Zhongliang Xie (Chair), Xu Zhao, Yangyang Xu; Xie identified as audit committee financial expert .
- Compensation: Yangyang Xu (Chair), Xu Zhao, Zhongliang Xie .
- Corporate Governance/Nominating: Xu Zhao (Chair), Zhongliang Xie, Yangyang Xu .
Notes on Company Context
- Special Committee investigation following Hindenburg Research report (May 2022); dissolved Feb 23, 2023; multiple executive changes in 2024–2025 .
- Securities purchase agreement and warrants approved via shareholder votes in Nov 2025; significant private placement authorizations .