Xu Zhao
Singularity Future TechnologyAbout Xu Zhao
Xu Zhao (age 39) is an independent Class I director of Singularity Future Technology Ltd., elected on September 25, 2023. He earned a bachelor’s degree in marketing from Nankai University Binhai College (2009) and has a background in pharmaceuticals (regional management) and trading operations leadership .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Shijiazhuang Juminhui Technology Co., Ltd. | President | March 2023 – present | Leads a Chinese trading company; operational and commercial oversight |
| Jiangsu Hengrui Pharmaceuticals Co., Ltd. | Regional Manager (Hebei Province) | Sep 2009 – Jul 2022 | Commercial execution and territory management in pharma |
External Roles
- No other public-company directorships disclosed in the proxy biography for Xu Zhao .
Board Governance
- Independence: The Board determined Xu Zhao is “independent” under Nasdaq rules .
- Committee assignments:
- Audit Committee: member (Chair = Zhongliang Xie) .
- Compensation Committee: member (Chair = Yangyang Xu) .
- Corporate Governance Committee: Chair .
- Prior year (2023): Audit Committee member; Compensation Committee member; Corporate Governance Committee Chair .
- Election and support: Elected Oct 18, 2023 with 12,054,906 “For,” 501,130 “Against,” 266,655 “Abstain” votes .
- Board activity (FY2024): Board met 1 time; acted 13 times by unanimous written consent .
- Audit Committee activity (FY2024): held 0 meetings; acted 1 time by unanimous written consent .
Committee Roles Summary
| Committee | Role | Period |
|---|---|---|
| Audit Committee | Member | FY2025 |
| Compensation Committee | Member | FY2025 |
| Corporate Governance Committee | Chair | FY2025 |
| Audit Committee | Member | FY2024 (proxy year) |
| Compensation Committee | Member | FY2024 (proxy year) |
| Corporate Governance Committee | Chair | FY2024 (proxy year) |
Fixed Compensation
| Name | Fiscal Year End | Cash Fees ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|---|
| Xu Zhao | Jun 30, 2024 | 38,333 | 0 | 0 | 38,333 |
- Director fee structure details (retainers, chair stipends, meeting fees) are not itemized; only aggregate cash fees are disclosed .
Performance Compensation
- No equity or option awards disclosed for Xu Zhao for FY2024; director compensation table shows $0 for stock and option awards .
- The 2025 Stock Incentive Plan permits awards to non-employee directors, but no specific grants to Xu Zhao are disclosed .
Other Directorships & Interlocks
- No other public-company boards or disclosed interlocks with competitors/suppliers/customers for Xu Zhao in proxy materials .
Expertise & Qualifications
- Commercial leadership in pharmaceuticals (13 years regional management) and trading operations; marketing degree (2009). This background supports governance roles in compensation and nominations, though audit expertise is anchored by the committee chair (Xie) designated as the financial expert .
Equity Ownership
| Name | Shares Beneficially Owned | % of Outstanding | Pledged/Hedged | |---|---|---:|---|---| | Xu Zhao | Not individually quantified (listed with directors group) | <1% | Not disclosed; no pledging noted in proxy |
- Beneficial ownership tables list all directors at less than 1% as of the record date; individual counts for Xu Zhao are not itemized .
- Section 16 compliance: directors are expected to file Forms 3/4/5; filings were made “not necessarily in a timely manner,” with exceptions noted for newly elected directors in 2025 disclosures (not specific to Xu Zhao) .
Governance Assessment
- Strengths:
- Independent director status; chairs Corporate Governance Committee—positive for board refresh and independence oversight .
- Strong shareholder support on election, indicating investor confidence at appointment .
- Watch items / potential red flags:
- Limited formal meeting activity in FY2024: Board (1 meeting) and Audit Committee (0 meetings; decisions via written consent) may indicate constrained deliberation cadence—investors typically prefer visible committee engagement, especially for audit oversight .
- Company-level governance context includes approval of significant securities issuances (warrants/units) and shares for a class action settlement; while not tied to Xu Zhao personally, these are dilution and legal-risk signals requiring robust board oversight .
- Related-party exposures in prior years (advances to entities connected to former management and JV) underscore the need for continued vigilance by audit/governance committees; no linkage to Xu Zhao disclosed .
Shareholder Feedback & Say-on-Pay Context
| Item | Outcome | Votes |
|---|---|---|
| Say-on-pay (Advisory) – 2025 annual meeting (FY2024) | Approved | For 1,851,680; Against 11,733; Abstain 345 |
| 2025 Equity Incentive Plan | Approved | For 1,843,270; Against 20,415; Abstain 73 |
Implication: High support for compensation and plan design, increasing expectations on Compensation Committee (where Xu Zhao is a member) to align pay with performance and minimize dilution .
Related Party Transactions (Context)
- Historical related-party balances and advances (e.g., Zhejiang Jinbang; Shanghai Baoyin; LSM Trading; Rich Trading) were disclosed with allowances or recoveries; no involvement attributed to Xu Zhao .
Board Activity Metrics (FY2024)
| Metric | Count |
|---|---|
| Board Meetings | 1 |
| Board Unanimous Written Consents | 13 |
| Audit Committee Meetings | 0 |
| Audit Committee Unanimous Written Consents | 1 |
Overall, Xu Zhao presents as an independent director with commercial execution experience and active committee roles (including chairing Corporate Governance). Key investor attention points are the low formal meeting cadence in FY2024 and company-level dilution/legal settlements, which heighten the importance of visible committee oversight and engagement going forward .