ICZOOM (IZM) COO disputes board moves and flags $13M personal guarantee

Rhea-AI Filing Summary

ICZOOM Group Inc. disclosed a statement from its Chief Operating Officer, Duanrong Liu, raising concerns about recent corporate governance actions. Liu notes that the attempted appointment of Hantao Cui as Chief Strategy Officer and director, and the attempt to remove Liu as COO, were not approved through a formal Board resolution and therefore may not comply with the Articles of Association and applicable regulations.

Liu also highlights that Cui is the spouse of director and CEO Lei Xia, and states that this relationship would prevent Cui from meeting independent director requirements under Nasdaq rules and relevant Chinese laws. Liu adds that, having provided a personal guarantee of approximately US$13 million for the company, he will continue performing COO duties until a successor is properly appointed and assumes that guarantee. The statement urges the CEO and largest shareholder to prioritize all shareholders’ interests and address these governance issues through proper Board processes.

Insights

Corporate governance analyst

COO challenges board process, flags independence and guarantee issues.

The statement from COO Duanrong Liu signals an internal governance dispute at ICZOOM Group Inc.. Liu asserts that efforts to appoint a new director/CSO and to remove him as COO were not approved via a formal Board resolution, raising questions about adherence to the Articles of Association.

Liu further points to a potential conflict with Nasdaq independent director standards because the proposed director, Hantao Cui, is the spouse of CEO and director Lei Xia. This focuses attention on board independence and regulatory compliance. Liu’s reference to a personal guarantee of about US$13 million underscores his financial exposure and incentive to emphasize stability.

Overall, the disclosure is important for understanding board dynamics and compliance posture rather than changing near-term financial metrics. Subsequent company communications and formal Board resolutions, when disclosed, will clarify how these governance concerns are addressed and whether board composition and executive roles are formally adjusted.

Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 2025

ICZOOM GROUP INC.

(Exact name of registrant as specified in its charter)

Room 3801, Building A, Sunhope e·METRO, No. 7018 Cai Tian Road

Futian District, Shenzhen

Guangdong, China, 518000

Tel: 86 755 86036281

(Address of Principal Executive Office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒     Form 40-F ☐

Announcement Regarding Corporate Governance and Operational Matters

To: All Shareholders and Interested Parties of ICZOOM

As the current Chief Operating Officer (COO) and a shareholder of the Company, I hereby issue this statement concerning recent significant matters related to corporate governance and operations:

1.Compliance Issues Regarding Appointment and Removal of Executives and Directors:

Recent actions initiated by Mr. Lei Xia regarding the appointment of Ms. Hantao Cui as Chief Strategy Officer (CSO) and Director, and the removal of my position as COO, must be addressed. I must emphasize that these appointments and removals were not approved through a formal Board of Directors resolution. The process was not in compliance with the Company's Articles of Association and relevant laws and regulations, casting doubt on their legality and validity. To ensure compliance and seriousness in corporate governance and to protect the interests of all shareholders, I demand that a Board meeting be convened promptly to review and ratify these matters through proper legal and formal resolutions.

2.Issue Concerning Director Independence:

Based on previous announcement, Ms. Hantao Cui is the lawful spouse of Mr. Lei Xia. According to the explicit requirements for the independence of independent directors under Nasdaq Listing Rules and relevant Chinese laws and regulations, the spouse of a company director is ineligible to serve as an independent director of the listed company. Therefore, should Ms. Cui be appointed as a director, her status as an independent director would not conform to the aforementioned rules.

3.Continuation of COO Responsibilities

According to the Company's latest disclosed financial reports, in my capacity as Chief Operating Officer (COO), have provided a personal and independent guarantee for the company amounting to approximately US$13 million（See Note 11 and Note 19 of latest disclosed financial reports）. Until the Board of Directors formally appoints a new COO and this guarantee responsibility is assumed by a successor, I will continue to perform my duties as the current COO and a responsible shareholder, driven by my legal and fiduciary obligations to the company and all shareholders, to ensure the stability and continuity of the company's operations.

4.Regarding Corporate Governance and Operations:

I urge and expect the Company's CEO, who is also its largest shareholder, to prioritize the interests of all shareholders, respond proactively, and fulfill the primary responsibilities incumbent upon him as the major shareholder.

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SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ICZOOM Group Inc.
Date: November 13, 2025	By:	/s/ Duanrong Liu
		Duanrong Liu
		Chief Operating Officer  And Director

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FAQ

What corporate governance concerns did ICZOOM (IZM) disclose in this 6-K?

ICZOOM disclosed a statement from COO Duanrong Liu questioning the validity of recent executive and director changes. Liu says they were not approved by a formal Board resolution, raising concerns about compliance with the Articles of Association and relevant regulations, and urging proper Board review.

Why does ICZOOM’s COO question the appointment of Hantao Cui as a director?

COO Duanrong Liu notes that proposed director and CSO appointee Hantao Cui is the lawful spouse of CEO and director Lei Xia. He states that this relationship conflicts with Nasdaq independent director rules and relevant Chinese regulations, so Cui could not serve as an independent director if appointed.

What issue does ICZOOM’s COO raise about his removal as Chief Operating Officer?

Liu states that actions to remove him as COO did not go through a formal Board of Directors resolution. He argues this process did not comply with the company’s Articles of Association and applicable laws, and calls for a Board meeting to properly review and ratify any such changes.

How large is the personal guarantee provided by ICZOOM’s COO?

According to the statement, COO Duanrong Liu has provided a personal and independent guarantee for the company of approximately US$13 million. This figure is referenced in the company’s latest disclosed financial reports, specifically in Note 11 and Note 19, as cited by Liu.

Will ICZOOM’s COO continue in his role despite the attempted removal?

Liu says he will continue performing COO duties until the Board formally appoints a new COO and that person assumes his US$13 million guarantee. He frames this as fulfilling his legal and fiduciary obligations to the company and shareholders, emphasizing operational stability and continuity.

What expectations does ICZOOM’s COO express toward the CEO and largest shareholder?

Liu urges the CEO, who is also the largest shareholder, to prioritize the interests of all shareholders. He calls on the CEO to respond proactively and fulfill primary responsibilities as major shareholder in resolving the governance issues and ensuring proper Board-level decision making.