Heung Ming Wong

About Heung Ming Wong

Heung Ming Wong, age 55, has served as Chief Financial Officer (CFO) and a Director of Aimei Health Technology Co., Ltd. (ticker: AFJK) since May 2023. He holds a B.A. in Accounting from City University of Hong Kong (1993) and an M.S. in Electronic Commerce from the Open University of Hong Kong (2003); he is a fellow of ACCA and HKICPA and a member of the Hong Kong Institute of Certified Internal Auditors . Mr. Wong has 29+ years of experience in finance, accounting, internal controls, and corporate governance across Singapore, China, and Hong Kong, including CFO roles at U.S.- and HK-listed companies and senior roles at PwC (Beijing) and Deloitte (Hong Kong) . He played a direct role in AFJK’s de-SPAC process with United Hydrogen, including issuing diligence requests and engaging on valuation and fairness analyses in April–June 2024 .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

No equity or cash incentive plan details were disclosed for AFJK executive officers prior to the closing of a business combination; following the closing, compensation will be set by the Pubco compensation committee and had not been determined as of the proxy date .

Equity Ownership & Alignment

Additional alignment and selling pressure considerations:

• Founder/Private holdings expire worthless if no business combination; this creates a strong incentive to consummate a deal rather than liquidate .
• Lock-up provisions restrict transfers of “Restricted Securities” until the earliest of a defined release date, a change of control, or when Pubco shares trade at or above $12.00 for any 20 trading days in a 30-day period commencing at least 150 days after closing; transfers include pledges, with limited exceptions .
• Registration rights and potential conversion of up to $1.5 million of working capital loans into Private Units at $10.00 per unit can add post-merger supply; no amounts were outstanding as of the referenced dates .

Employment Terms

Board Governance (including dual-role implications)

• Role: CFO and Director (executive director) . AFJK identifies three independent directors (Lin Bao, Robin H. Karlsen, Dr. Julianne Huh); Mr. Wong is not listed among independent directors .
• Committees (AFJK pre-business combination):
  • Audit Committee: Lin Bao (Chair), Robin H. Karlsen, Julianne Huh .
  • Compensation Committee: Lin Bao, Robin H. Karlsen, Dr. Julianne Huh (Chair) .
  • Nominating Committee: Lin Bao, Robin H. Karlsen (Chair), Dr. Julianne Huh .
• Executive sessions: Independent directors will have regularly scheduled independent-only meetings .
• Post-business combination (Pubco): Board intended to be five directors with three independent directors; audit committee fully independent; nominating and compensation committees with majority independent (not all independent), and a “controlled company” exemption anticipated due to Ms. Xia Ma’s majority voting control (approx. 93% voting power immediately following closing in scenarios disclosed), which may reduce certain governance protections .

Dual-role implications: Mr. Wong’s status as both CFO and director, combined with his not being identified as independent, indicates he is not an independent director; independence oversight is provided by separate committees chaired by independent directors pre-merger .

Director Compensation

Performance & Track Record (deal execution)

Related-Party and Incentive Structures

Equity Ownership & Alignment Commentary

• Mr. Wong beneficially owns 42,000 ordinary shares; the approximate percentage is shown as “*%” in the proxy table based on 6,121,733 shares outstanding .
• As an initial shareholder/officer, his economic interest is primarily via founder/private holdings that become worthless if no business combination, aligning incentives to close a deal but also creating potential conflict relative to public shareholders who can redeem .
• Post-closing lock-up mechanics (price- and time-based) may influence selling pressure once the $12.00 price/150-day conditions are met or on change of control .

Compensation Structure Analysis

• Year-over-year changes in cash vs equity mix: No executive cash or equity compensation paid prior to business combination; thus no mix shift .
• Guaranteed vs at-risk pay: None pre-combination; at-risk exposure derives from founder/private securities economics and lock-ups .
• Clawback: Company has an adopted clawback compliant with Rule 10D-1, a governance positive .
• Use of independent comp oversight: Compensation committee composed entirely of independent directors and chaired by Dr. Huh pre-merger; empowered to retain independent advisers .

Risk Indicators & Red Flags

• Multiple fiduciary roles: Mr. Wong concurrently serves on several public-company boards, creating potential conflicts and time-commitment risks; the filing explicitly lists multiple fiduciary obligations for officers/directors .
• SPAC incentive structure: Founder/private securities’ binary outcome (worthless absent a deal) can misalign incentives with public shareholders around transaction selection and timing .
• Post-merger governance: Anticipated “controlled company” status with concentrated voting power may reduce certain board independence requirements, affecting future executive oversight .
• Compensation opacity: Post-merger executive/director compensation not yet determined as of the proxy date, delaying clarity on pay-for-performance alignment .

Board Service History, Committees, and Independence

Employment Terms Summary (Key Investor Levers)

• No employment agreement, severance, or change-of-control benefits disclosed for Mr. Wong; no executive compensation paid pre-merger .
• Clawback policy in place; post-merger comp program to be determined by Pubco’s compensation committee .

Investment Implications

• Alignment and unlock overhang: Mr. Wong’s economic exposure is via founder/private securities and 42,000 beneficially owned shares; lock-up terms create a defined path to potential selling (post 150 days and $12.00/20-of-30 day condition or change of control), implying potential supply overhang around those milestones .
• Incentive asymmetry: Founder/private holdings expiring worthless absent a deal strongly incentivize consummating a transaction, which can be at odds with public holders focused on quality and valuation; risk is partly mitigated by independent committees and fairness opinion process .
• Governance trajectory: Post-merger “controlled company” status may dilute minority protections and independent oversight; compensation design and equity plan implementation by the Pubco compensation committee will be important to watch for true pay-for-performance alignment .
• Retention and time commitment: Absence of severance/COC economics reduces “pay to stay” friction but, combined with multiple external directorships, raises time-allocation and retention questions that should be monitored via future disclosures and Form 4 activity, if any .

Sources: AFJK DEF 14A filings (Oct 10, 2025; Nov 10, 2025), PRE 14A (Oct 29, 2025), 8-K Item 5.02 (Apr 19, 2024), 10-K FY2024 (Mar 28, 2025) .