Minjie Mao
About Minjie Mao
Minjie Mao, 42, was appointed as an independent director of A SPAC II Acquisition Corp. effective July 28, 2025, following a change in board control; she was designated alongside three other incoming directors in the July 28, 2025 8-K and the July 15, 2025 Schedule 14F-1 notice . She is Audit Committee Chair and has been deemed an “audit committee financial expert” under SEC rules; she also serves on the Compensation and Nominating Committees and meets Nasdaq independence criteria as disclosed . Mao holds an M.Sc. in International Marketing (Sheffield Hallam University, 2011) and a B.A. in English Language & Literature (Shanghai International Studies University, 2012) and has nearly two decades of marketing and corporate management experience in China .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alpward Glanz (Shanghai) Environmental Technology Co., Ltd. | Assistant to the General Manager; oversaw marketing strategies and supported product development | Apr 2017 – Apr 2024 | Marketing execution; product development support |
| Shanghai PanAsia Gemini Financial Consulting Management Co., Ltd. | Founder and Executive Director; responsible for business development, risk management and client relationships | Mar 2024 – Present | Financial services client development; risk management |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Shanghai PanAsia Gemini Financial Consulting Management Co., Ltd. | Executive Director | Mar 2024 – Present | Private financial services; not a public company directorship |
| Other public company boards | — | — | None disclosed for Mao in Company filings |
Board Governance
- Committee assignments: Audit (Chair), Compensation (member), Nominating (member); the board determined Mao qualifies as an “audit committee financial expert” .
- Independence: Company states the members (including Mao) qualify as independent under Nasdaq standards; OTC Markets does not impose independence standards, but the company assesses independence in line with Nasdaq .
- Board/committee procedures: Audit Charter includes related-party pre-approval (Item 404), auditor oversight, pre-approval of services, and legal/compliance review; Nominating oversees director selection; Compensation administers incentive/equity plans and did not meet in 2024 (pre-change) .
- Tenure and appointment context: Mao’s appointment accompanied a change in control of the Sponsor and board reshuffle; four prior directors resigned, and indemnity agreements were executed with incoming directors on July 28, 2025 .
- Director election mechanics: Prior to the business combination, Class B holders elect/remove directors; after a business combination, directors are elected by members or resolution, with terms not exceeding two years unless otherwise set .
Fixed Compensation
| Component | FY2025 Status | Amount/Terms |
|---|---|---|
| Annual retainer (cash) | Not paid prior to business combination | No cash remuneration to any director pre-business combination |
| Meeting fees | Not paid prior to business combination | No cash remuneration to any director pre-business combination |
| Committee membership fees | Not paid prior to business combination | No cash remuneration to any director pre-business combination |
| Committee chair fee (Audit) | Not paid prior to business combination | No cash remuneration to any director pre-business combination |
| Expense reimbursement | Allowed | Out-of-pocket expenses reimbursable; audit committee reviews quarterly payments to Sponsor/officers/directors |
Executive/Director compensation policy: No compensation of any kind (including finders/consulting fees) is paid to existing shareholders, directors, or affiliates prior to consummation of a business combination; directors may be reimbursed for out-of-pocket expenses . Separately, the Articles state no cash remuneration shall be paid to any Director prior to a business combination .
Performance Compensation
| Vehicle | FY2025 Status | Key Terms |
|---|---|---|
| Equity grants to directors (RSUs/PSUs/options) | None disclosed | Company policy indicates no compensation paid to directors prior to business combination; no director equity awards disclosed |
| Performance metrics tied to director pay | None disclosed | No director incentive plan metrics disclosed |
| Clawback policy (Company-wide) | Adopted Nov 30, 2023 | Applies to “Covered Executives” under Section 10D/Nasdaq; recoup excess incentive comp based on restatements; reasonable estimate permitted if direct calculation isn’t possible |
No director incentive or equity awards are disclosed for Mao; post-business combination compensation may be set by the Board, but none is currently reported .
Other Directorships & Interlocks
| Person | External Public Company Boards | Committee Roles | Interlocks/Notes |
|---|---|---|---|
| Minjie Mao | None disclosed | — | No disclosed interlocks with competitors/customers/suppliers |
| Control/ownership context | A SPAC II (Holdings) Corp. (Sponsor) beneficially owns 87.9% of ordinary shares through Yip Tsz Yan | — | Concentrated control; Yip is CEO/CFO/Chairman, with potential influence over board processes |
Expertise & Qualifications
- Audit oversight: Audit Committee Chair; deemed an “audit committee financial expert” per SEC rules .
- Functional expertise: Marketing, business operations, risk management; cross-sector experience in consumer/environmental technology and financial consulting .
- Education: M.Sc. International Marketing (2011, Sheffield Hallam University); B.A. English Language & Literature (2012, Shanghai International Studies University) .
Equity Ownership
| Holder | Ordinary Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Minjie Mao | — (none reported) | <1% | No shares disclosed in the Security Ownership table for incoming directors |
| A SPAC II (Holdings) Corp. (controlled by Yip Tsz Yan) | 5,000,000 | 87.9% | 4,900,000 Class A + 100,000 Class B; Yip has sole voting/dispositive power via Sponsor |
Section 16(a) compliance: Company reported no delinquent filers for 2024; Mao’s appointment occurred in 2025, and the Sponsor’s control filings (Schedule 13D) are current .
Governance Assessment
- Positives: Mao’s appointment strengthens audit oversight (Audit Chair; SEC-defined financial expert). Independence is affirmed; committees (Audit/Nominating/Compensation) are established with clear charters including related-party transaction pre-approval under Item 404 . No director cash pay prior to business combination reduces pre-deal cash leakage .
- Watch items/RED FLAGS:
- Concentration of control: Sponsor beneficially owns ~87.9% of shares, and CEO/CFO also serves as Chairman; this concentration may limit minority shareholder influence over governance and compensation decisions .
- Ownership alignment: Mao reports no share ownership; absent stock holdings, her direct “skin-in-the-game” alignment is limited until post-business combination grants/ownership develop .
- Indemnity and related-party safeguards: Indemnity agreements were executed at appointment; while standard, investors rely on robust audit committee enforcement of related-party policies and conflict disclosures given SPAC sponsor affiliations .
- Attendance/engagement: No attendance data yet (newly formed committees and board composition); Compensation Committee previously did not meet in 2024 (period before Mao’s tenure), reflecting the SPAC’s limited pre-combination operations .
Overall, Mao’s audit expertise and independent status bolster board effectiveness, but concentrated sponsor control and limited director ownership merit ongoing monitoring of committee rigor, related-party review, and eventual post-combination compensation and ownership alignment .