Junheng Xie
About Junheng Xie
Junheng Xie is Chief Executive Officer, Secretary, and Director of Aimei Health Technology Co., Ltd. (AFJK), having been appointed effective April 15, 2024 . He is 36 years old (as disclosed in 2025 filings), and previously founded and led health and wellness technology companies in China; he holds a diploma from Zhejiang Vocational College of Art (2008) . AFJK’s filings do not disclose company TSR, revenue growth, or EBITDA growth tied to Xie’s tenure; the proxy instead emphasizes his operating background and governance responsibilities .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Hangzhou Aiwoba Network Technology Co., Ltd. | CEO | 2017–present | Led a health and wellness enterprise integrating IoT, AI, and shared tech; responsibilities included strategy, product, sales/marketing, and financial oversight . |
| Hangzhou Junlin Health Management Consulting Co., Ltd. | Founder | 2014–present | Built a web/mobile moxibustion service platform; responsible for mission/vision, fundraising, strategy, and team leadership . |
External Roles
- No other current public company directorships for Xie are disclosed; his fiduciary roles are limited to Hangzhou Aiwoba and Hangzhou Junlin per AFJK’s conflicts-of-interest table .
Fixed Compensation
- AFJK discloses aggregate compensation for directors and executive officers (base salary, discretionary bonus, benefits, defined contribution plans) of approximately RMB 1.432 million for FY 2024; individual CEO pay components (base, target/actual bonus) were not itemized .
| Metric | FY 2024 |
|---|---|
| Total compensation for directors and executive officers (RMB) | RMB 1.432 million |
Notes:
- No pension/SERP accruals were set aside or accrued for the year .
- The compensation committee governs CEO pay decisions in executive session without the CEO present .
Performance Compensation
- Equity plan status: In connection with the proposed business combination, Pubco expects to adopt an equity incentive plan and may grant awards to directors/officers, but the schedule and amounts were not determined as of filing .
- Clawback: AFJK adopted a compensation recovery policy effective November 30, 2023 to comply with SEC Rule 10D‑1 and Nasdaq requirements; it mandates recovery of erroneously awarded incentive-based compensation upon certain restatements, regardless of misconduct, with a three-year lookback .
- Performance metrics/weightings: No disclosures of specific CFO/CEO annual incentive metrics (e.g., revenue, EBITDA, TSR) or PSU frameworks for Xie were provided in the 2024–2025 filings .
Equity Ownership & Alignment
| Holder | FY 2024 Shares | FY 2024 % | FY 2025 Shares | FY 2025 % |
|---|---|---|---|---|
| Junheng Xie | — | — | — | — |
| Aimei Investment Ltd (Sponsor) | 1,905,000 | 21.1% | 1,905,000 | 31.1% |
| All directors/officers as a group | 152,000 | 1.7% | 152,000 | 2.5% |
- Sponsor control: Sponsor shares are controlled by Huang Han (sole shareholder/director of Sponsor), not by Xie .
- Pledging/hedging: No officer/director pledging policy or CEO pledging disclosures were identified; representative shares issued to the underwriter are subject to 180-day lock-up and may not be hedged/pledged during that period (FINRA Rule 5110), which is not specific to Xie .
- Registration/lock-up mechanics (potential selling pressure): Initial shareholders and holders of private units/work-capital loan securities have demand and piggyback registration rights post–business combination, which can contribute to supply dynamics once lock-ups expire; a form of seller lock-up agreement is included in the proxy annex .
Employment Terms
| Term | Detail |
|---|---|
| Appointment date | Appointed CEO, Secretary, and Director effective April 15, 2024 . |
| Indemnification | To enter into an indemnification agreement substantially similar to those used at IPO . |
| Employment/Severance | Company states it is not party to agreements that provide benefits upon termination of employment for officers/directors; future employment/consulting arrangements may be negotiated in connection with a business combination . |
| Change‑of‑control | No specific severance multiples, single/double-trigger vesting, or COC economics for Xie disclosed . |
| Non‑compete / Non‑solicit | Not disclosed in reviewed filings . |
Board Governance
- Board service history: Director since April 2024; executive (non‑independent) director .
- Independence: Independent directors are Lin Bao, Robin H. Karlsen, and Julianne Huh; majority of the board is independent and independent directors hold regular sessions without management .
- Committees and chairs (Xie is not listed as a member of these committees):
- Audit Committee: Lin Bao (Chair), Robin H. Karlsen, Julianne Huh; all independent; Lin Bao is the audit committee financial expert .
- Compensation Committee: Dr. Julianne Huh (Chair), Lin Bao, Robin H. Karlsen; oversees CEO pay in executive session .
- Nominating & Corporate Governance Committee: Robin H. Karlsen (Chair), Lin Bao, Julianne Huh .
- Dual-role implications: Xie serves as CEO, Secretary, and Director, concentrating executive authority while the board’s key committees remain fully independent, which mitigates certain independence concerns for pay/audit oversight .
- Code of Ethics and Clawback: Code of conduct applies to directors/officers; clawback compliant with SEC Rule 10D-1 .
Related Party Transactions and Conflicts
- Appointment 8‑K states no related party transactions requiring disclosure under Item 404(a) in connection with Xie’s appointment .
- Conflicts framework: Filings enumerate fiduciary roles and affirm related‑party transactions must be approved by independent directors; audit committee reviews related parties; SPAC structure and pending business combination introduce potential conflicts, mitigated by independent oversight .
Performance & Track Record
- AFJK’s filings emphasize Xie’s prior operating experience leading technology‑enabled health enterprises; no quantified AFJK TSR or operating performance metrics were disclosed for his tenure period .
Compensation Committee Practices
- The Compensation Committee may retain independent advisors and is responsible for CEO evaluation/compensation, broader officer pay, and equity plan administration; committee independence and executive‑session determination of CEO pay are highlighted .
- No compensation peer group, target percentile, or changes in metrics/targets were disclosed in the reviewed filings .
Equity Plan, Lock-ups, and Registration Rights (Trading Dynamics)
- Equity plan: Pubco expects to adopt an incentive plan in connection with the business combination; grants not yet determined as of the filing date, implying potential future equity issuance to management .
- Registration rights: Initial shareholders/insiders hold demand and piggyback rights post‑combination, potentially enabling share sales upon effectiveness of a resale registration statement .
- Lock-up: A form of seller lock-up appears in the proxy annex, indicating post‑closing transfer restrictions that phase out over time; such expiries can represent event‑driven supply catalysts .
Equity Ownership Table (Detail)
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Junheng Xie – shares beneficially owned | — | — |
| Junheng Xie – % of outstanding | — | — |
| Sponsor (Aimei Investment Ltd) – shares | 1,905,000 | 1,905,000 |
| Sponsor – % of outstanding | 21.1% | 31.1% |
| All directors/officers as a group – shares | 152,000 | 152,000 |
| All directors/officers as a group – % | 1.7% | 2.5% |
Employment Terms Table (Detail)
| Item | Disclosure |
|---|---|
| Effective date of appointment | April 15, 2024 |
| Indemnification agreement | Yes, consistent with IPO indemnification form |
| Termination/severance benefits | None disclosed; company states no agreements providing benefits upon termination |
| Change-of-control treatment | Not disclosed |
| Non-compete / Non-solicit | Not disclosed |
Investment Implications
- Alignment: No beneficial ownership is disclosed for Xie, while the Sponsor (controlled by another individual) holds a significant stake; this structure limits direct CEO ownership alignment but preserves independent committee oversight of compensation and audit matters .
- Pay transparency and incentives: Lack of individual CEO pay detail and absence of disclosed performance metrics/PSUs impede pay‑for‑performance assessment; however, adoption of a clawback policy aligns with evolving governance norms .
- Trading signals: Post‑combination lock‑up expirations and the availability of registration rights could create episodic selling pressure once resale becomes permissible; monitor lock‑up timelines and any equity awards to executives for incremental supply catalysts .
- Retention/COC risk: With no disclosed severance or COC protections, retention incentives may rely on future equity plan grants; compensation committee processes (executive sessions, independence) reduce governance risk as such structures are established .
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