Zhongliang Xie

About Zhongliang Xie

Zhongliang Xie, 54, is an independent director of Singularity Future Technology Ltd. (SGLY), elected to the Board on July 31, 2023; he is a Certified Public Accountant in China and has been designated the Audit Committee financial expert based on his work experience . His background includes senior leadership roles at Chinese accounting firms and market institutions; he majored in Enterprise Management at Bao Ji University and holds CPA, Certified Public Valuer, and Registered Cost Engineer credentials in China .

Past Roles

External Roles

Board Governance

• Independence: The Board determined that Mr. Xie is an “independent director” under SEC and Nasdaq rules .
• Committee assignments (current, per latest proxy):
  • Audit Committee: Chair; designated as audit committee financial expert .
  • Compensation Committee: Member .
  • Corporate Governance (Nominating) Committee: Member .
• Prior year configuration (context): In 2023, he served as Audit (Chair), Compensation (Member), and Corporate Governance (Member) .
• Board activity and attendance disclosure: Board met 1 time during FY ended June 30, 2024 and acted 13 times by unanimous written consent; the company does not maintain a formal policy regarding director attendance at the annual meeting .
• Governance context: On July 13, 2023, before Mr. Xie’s election, Nasdaq notified SGLY it was not in compliance with independent director and audit committee requirements following a director resignation; the company had a cure period to regain compliance (Mr. Xie was elected July 31, 2023) .

Fixed Compensation

Director compensation for fiscal year ended June 30, 2024 (latest disclosed):

Notes:

• No equity or option compensation disclosed for Mr. Xie in FY2024; compensation was entirely cash fees .

Performance Compensation

• No director performance-based compensation (RSUs/PSUs/options) or performance metrics were disclosed for Mr. Xie in FY2024 .

Other Directorships & Interlocks

• Public company directorships: None disclosed for Mr. Xie .
• Committee roles at other public companies: Not disclosed .
• Private/non-profit/academic boards beyond roles listed above: Not disclosed .

Expertise & Qualifications

• Credentials: Certified Public Accountant (China), Certified Public Valuer, Registered Cost Engineer (China) .
• Designated Audit Committee Financial Expert by the Board .
• Education: Bao Ji University, major in Enterprise Management .

Equity Ownership

• Beneficial ownership: Listed as less than 1% of outstanding shares; exact share count not provided in the beneficial ownership table (as of the record date; 4,203,492 shares outstanding) .
• Form 3 (initial statement): Filed Sept 25, 2023, reflecting 0 securities owned at that time; reporting name “Xie Zhongliang” (director) .
• Pledging/hedging: Not disclosed .
• Ownership guidelines and compliance: Not disclosed .

Insider Filings Summary

Governance Assessment

• Strengths

  • Independent director with deep accounting credentials; designated audit committee financial expert and Audit Committee Chair, aligning expertise with oversight role .
  • Serves across all three core committees (Audit, Compensation, Corporate Governance), enhancing board oversight breadth .

• Risk indicators and context

  • Company reported material weaknesses and restatements related to related party and revenue recognition issues prior to Mr. Xie’s board tenure, underscoring elevated audit oversight demands; as Audit Chair, he is central to remediation oversight .
  • Related-party exposures persist at the company level (e.g., advances and payables with entities connected to former or affiliate leaders), requiring strong Audit Committee scrutiny; no link to Mr. Xie disclosed .
  • Board activity disclosure indicates only one board meeting in FY2024 (with 13 unanimous written consents) and no formal policy on annual meeting attendance, which may signal engagement/visibility constraints for investors to monitor .
  • Nasdaq independence deficiency notice in July 2023 (subsequently addressed with director changes) highlights board-composition instability around the time of Mr. Xie’s election .

• Alignment and incentives

  • Director pay appears entirely cash-based in FY2024 with no equity grants, limiting direct equity alignment; beneficial ownership reported as <1% with initial Form 3 at 0 shares .
  • Say-on-pay (advisory) in 2025 received 1,851,680 “For” vs 11,733 “Against” and 345 abstentions, indicating broad support for the executive pay program—relevant signal for Compensation Committee oversight environment, though not director-specific .

RED FLAGS: Company-level restatement/material weakness history and ongoing related-party accounts necessitate vigilant audit oversight . Limited board meeting frequency disclosure (1 meeting; reliance on written consents) and absence of formal annual meeting attendance policy reduce transparency into director engagement . Minimal disclosed equity ownership and no director equity pay in FY2024 limit ownership alignment signals .