Tsang Wing Sze
About Tsang Wing Sze
An independent director appointed on July 28, 2025, age 41, with a B.Sc. in Biology from The Chinese University of Hong Kong (2006). She brings cross-sector experience across financial planning (MDRT recognition), healthcare consulting, legal advisory, and international trade; designated as an independent director by ASCBF’s board following a Rule 14f-1 information statement and board transition .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sunshine2008 Limited | Legal Awareness Advocate | 2023–present | Legal consultation and advice |
| Trim Resources Limited | Customer Relations Manager | 2021–present | Trade flows between Hong Kong and Europe |
| CCH7 Solution | Business Development Manager | 2020–present | Financial solutions for SMEs |
| AIA International Limited | Financial Planning Manager | 2013–present; MDRT recognition | Risk management and retirement strategies |
| GenDet Medical Centre | Medical Consulting Manager | 2014–2021 | Medical consulting |
External Roles
| Organization | Role | Current/Prior | Notes |
|---|---|---|---|
| Sunshine2008 Limited | Legal Awareness Advocate | Current | Legal advisory focus |
| Trim Resources Limited | Customer Relations Manager | Current | Cross-border trade |
| CCH7 Solution | Business Development Manager | Current | SME finance solutions |
| AIA International Limited | Financial Planning Manager | Current | MDRT recognition |
| GenDet Medical Centre | Medical Consulting Manager | Prior (2014–2021) | Healthcare experience |
Board Governance
- Independence status: Designated as an independent director .
- Tenure: Appointed effective July 28, 2025, as part of a board majority change process via Rule 14f-1; prior directors resigned and vacancies filled .
- Indemnification: Entered into indemnity agreement on July 28, 2025 on terms consistent with the company’s S-1 exhibits .
- Committee assignments: Not disclosed in 8-K or DEF 14A; company Articles permit designating committees; if listed, an audit committee charter must be adopted and related-party transactions reviewed (audit committee) .
- Board structure context and control: Sponsor controls 5,000,000 shares (87.9%); Sponsor is controlled by Yip Tsz Yan, who is also CEO, CFO, and Chairman post-July 28, 2025 .
Fixed Compensation
| Component | Detail |
|---|---|
| Cash annual retainer | No cash remuneration shall be paid to any Director prior to consummation of a Business Combination . |
| Committee membership fees | Not disclosed . |
| Committee chair fees | Not disclosed . |
| Meeting fees | Not disclosed . |
| Expense reimbursement | Directors entitled to reimbursement of properly incurred out-of-pocket expenses (pre/post Business Combination) . |
Performance Compensation
| Component | Grant date | Amount/Shares | Vesting | Notes |
|---|---|---|---|---|
| RSUs/PSUs | Not disclosed | Not disclosed | Not disclosed | No director equity awards disclosed . |
| Options | Not disclosed | Not disclosed | Not disclosed | No director options disclosed . |
| Performance metrics (revenue/EBITDA/TSR/ESG) | Not disclosed | — | — | Not disclosed in DEF 14A . |
| Clawback provisions | Not disclosed | — | — | Not disclosed in DEF 14A . |
Other Directorships & Interlocks
- Public company boards: None disclosed for Tsang Wing Sze .
- Private/other organizations: Roles at Sunshine2008 Limited, Trim Resources Limited, CCH7 Solution, AIA International Limited, GenDet Medical Centre .
- Interlocks/conflicts: No specific related-party transactions tied to Tsang disclosed. Company Articles include a corporate opportunity renunciation provision for Sponsor-related persons and directors/officers, indicating permissibility of overlapping activities subject to fiduciary duties under applicable law .
Expertise & Qualifications
- Education: B.Sc. Biology, The Chinese University of Hong Kong (2006) .
- Technical/functional: Financial planning (risk/retirement), client relationship management, cross-border trade, legal awareness advocacy .
- Recognition: Million Dollar Round Table at AIA International Limited .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| A SPAC II (Holdings) Corp. (Sponsor; controlled by Yip Tsz Yan) | 5,000,000 | 87.9% |
| Tsang Wing Sze | Not disclosed in the July 11, 2025 ownership table; appointment effective July 28, 2025 |
- Ownership guidelines: Not disclosed .
- Pledging/hedging: Not disclosed .
- Vested/unvested breakdown: Not disclosed .
Governance Assessment
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Strengths:
- Independent director designation with diversified background spanning finance, healthcare, legal awareness, and international trade—useful for a SPAC evaluating targets across geographies/sectors .
- Formal indemnification agreements in place, consistent with market practice .
- Articles provide for audit committee charter adoption and related-party transaction oversight if listed .
-
Concerns/RED FLAGS:
- Sponsor dominance (87.9% ownership) and concentration of roles (CEO, CFO, and Chairman held by Yip Tsz Yan) raise board independence and effectiveness questions post-reconstitution .
- Corporate opportunity renunciation for Sponsor-related persons may permit overlapping business activities, elevating conflict-of-interest risk if not robustly overseen .
- Compensation transparency is low: no disclosed director cash/equity compensation structure beyond Articles’ prohibition on cash before Business Combination; limited alignment signals for new independent directors .
- Committee assignments and attendance not disclosed; limits evaluation of board workload distribution and engagement .
-
Contextual company-level risks relevant to governance:
- Board majority change via Rule 14f-1 and subsequent leadership consolidation .
- Sponsor and initial shareholder incentives may diverge from public shareholders (e.g., founder shares nominal cost and potential positive returns even if public holders experience losses), underscoring alignment risks typical of SPACs .
- Articles require no cash director pay pre-business combination; while this limits fixed cash costs, it also provides little information on at-risk compensation or equity alignment for independent directors .
Net takeaway: Tsang’s independence and multidisciplinary background are positives, but investor confidence hinges on disclosure of committee roles, compensation/ownership alignment, and robust oversight mechanisms in light of sponsor control and corporate opportunity waivers. Enhanced transparency on director pay/equity and committee assignments would improve governance quality signals.