Xiaofeng Zhou
About Xiaofeng Zhou
Independent director at Alpha Star Acquisition Corporation (ALSAF) since December 2021. Previously director, Vice President, and Secretary of the Board at Tempus International Commercial Services Corp. (listed in Hong Kong and Shenzhen), senior strategic consultant at Nanjing Travel Group, and founder/managing director of Hainan Genyuan Investment Corp.; LL.B., Shenzhen University (2004). Age not disclosed.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tempus International Commercial Services Corp. (HK/SH listings) | Director, Vice President, Secretary of the Board | Sep 2006 – Sep 2019 | Public-company governance experience overseeing board administration |
| Nanjing Travel Group | Senior Strategic Consultant | Sep 2019 – Oct 2020 | Strategic advisory |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Hainan Genyuan Investment Corp. | Managing Director; Founder | Oct 2020 – present | Private equity investment platform |
Board Governance
- Independence: Board determined Ms. Zhou is an independent director under Nasdaq/SEC rules .
- Committee assignments and chair roles:
- Audit Committee – Member (Chair: Huei‑Ching (Tina) Huang); all audit members are financially literate .
- Compensation Committee – Chair (chairs the committee) .
- Nominating Committee – Member (Chair: Huei‑Ching (Tina) Huang) .
- Compensation committee interlocks: None disclosed for the past year (no cross-director/officer interlocks) .
- Post‑combination status: PubCo’s five director nominees after the XDATA business combination do not include Ms. Zhou (nominees are Roman Eloshvili, Panagiotis Georgiou, Patrick Swint, Cataldo Castagna, Ariel Sergio Davidoff), indicating potential board transition/exit post‑closing .
- Meeting attendance: Not disclosed in the proxy materials reviewed.
| Committee | Role | Chair |
|---|---|---|
| Audit | Member | Chair: Huei‑Ching (Tina) Huang |
| Compensation | Chair | Chair: Xiaofeng Zhou |
| Nominating | Member | Chair: Huei‑Ching (Tina) Huang |
Other Directorships & Interlocks
| Company | Listing status | Role | Dates | Notes |
|---|---|---|---|---|
| Tempus International Commercial Services Corp. | Listed in Hong Kong and Shenzhen | Director, VP, Secretary of Board | Sep 2006 – Sep 2019 | Public company governance experience |
| Compensation committee interlocks | — | — | — | None disclosed (no officer/director cross‑interlocks) |
Expertise & Qualifications
- Legal education (LL.B., Shenzhen University, 2004) .
- Public company board administration and governance at a dual‑listed issuer (HK/SH) .
- Financial literacy (serves on Audit Committee; all audit members are financially literate) .
- Compensation oversight (Chair of Compensation Committee) .
- Private equity/investment leadership (Hainan Genyuan Investment) .
Equity Ownership
| Metric | Value |
|---|---|
| Direct beneficial ownership (ALSAF) | None (no ordinary shares beneficially owned by Ms. Zhou) |
| Indirect/pecuniary interest | Has a pecuniary interest through ownership of sponsor shares (A‑Star Management Corp.) |
| Sponsor control | Sponsor holds 3,205,000 shares (founder + private placement) = ~99.3% of outstanding ordinary shares as of record date |
| All directors/officers as a group | 3,205,000 shares; ~99.3% (held via sponsor; Zhe Zhang controls sponsor) |
| Pledging/hedging | Not disclosed in the proxy reviewed |
| Ownership guidelines | Not disclosed in the proxy reviewed |
Fixed Compensation
- Directors entitled to reimbursement of out‑of‑pocket expenses; as of the record date, no unpaid reimbursable expenses reported for officers/directors/sponsor .
- The company pays the Sponsor a $10,000 per month administrative services fee (office space, utilities, admin) from Dec 13, 2021 until business combination or liquidation; $321,129 accrued as of Dec 31, 2024 (this is a sponsor arrangement, not director pay) .
- Company’s articles authorize director remuneration and expense reimbursement, but the proxy does not specify an annual director retainer or meeting fees for ALSAF directors .
Performance Compensation
- No director equity awards, options, or performance‑metric‑linked director compensation are disclosed for ALSAF’s current directors in the proxy reviewed .
- After the business combination, PubCo’s independent directors may receive cash fees and/or share‑based awards as determined by the PubCo board (e.g., disclosure for independent director Patrick Swint) . Ms. Zhou is not among PubCo’s post‑closing nominees .
Related‑Party Exposure and Conflicts
- Corporate opportunities waiver: Articles renounce corporate opportunities in favor of the Sponsor group, reducing obligation to present opportunities to ALSAF—can create perceived conflicts .
- Sponsor incentives: Sponsor’s founder/private units become worthless upon liquidation but are highly valuable if a deal closes; sponsor also extended/forgave loans and receives admin fees—creates strong bias to complete a transaction .
- Concentrated control: Sponsor (controlled by CEO Zhe Zhang) held ~99.3% of voting power at record date—public float extremely limited, raising minority protection concerns .
- Zhou’s outside affiliations: Managing Director at Hainan Genyuan Investment; multiple affiliations across directors are disclosed—time/priority conflicts mitigated by fiduciary duties but acknowledged in risk/disclosure sections .
Governance Assessment
- Strengths: Independent director; chairs Compensation Committee; serves on Audit and Nominating; financially literate; prior governance at a dual‑listed issuer—supports board process quality and compensation oversight .
- Alignment risks: No direct ALSAF share ownership disclosed for Ms. Zhou; alignment is primarily via sponsor economics (indirect pecuniary interest) rather than personal stockholdings .
- Structural red flags (SPAC‑specific): Sponsor controls ~99% voting power; corporate opportunities waiver; sponsor admin fee and founder economics create pressure to close; extreme dilution/minority power dynamics—these factors can weigh on perceived independence despite formal status .
- Continuity risk: Ms. Zhou is not listed among PubCo director nominees post‑merger, suggesting governance transition and possible loss of her compensation/audit oversight at closing .