Pang Wai Yuen Marvin
About Pang Wai Yuen Marvin
Independent Director at A SPAC III Acquisition Corp. (ASPC) since the IPO effectiveness in November 2024; filed initial Form 3 as a director on November 12, 2024 . He holds an MBA in Finance from the University of Stirling (1988) and is a Chartered Financial Analyst (since 1996), with three decades in equity capital markets and corporate finance across Asia and Latin America .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| iFree Group (HK) Limited (Trollee) | Director of Corporate Finance | 2022–present | Leads capital markets strategy and exit options |
| Shenwan Hongyuan Securities (HK) Ltd. | Managing Director – Head of Equities | 2018–2021 | Managed institutional equities ex-China; led H-share IPO of Shenwan Hongyuan Group; led Qingdao Haier D-share IPO on CEINEX Frankfurt |
| Central China International Capital Limited | Managing Director – Head of ECM | 2016–2018 | Set up ECM; arranged cornerstone investment for Zhongyuan Bank IPO |
| Itau Asia Securities Limited | Head of Hong Kong Office | 2012–2014 | Expanded coverage from Brazil-centric to broader LatAm focus for Asian clients |
| HSBC Global Markets | Head of Equity Sales – China & HK | 2008–2010 | Led Asian tranche of US$12B Vale follow-on (2008); involved in L’Occitane HK IPO |
| BOCI Securities Ltd. | Executive Director – HK & China Equity Sales | 2005–2008 | Institutional equity sales |
| Core Pacific–Yamaichi International (HK) Ltd. | Head of Institutional Equity Sales | 1998–2000; 2001–2005 | Institutional equity sales |
| Various (Chase Manhattan IM HK; Sanyo; Daiwa Canada; RBC Dominion Canada; Dresdner KB Asia; SBI E2 Capital) | Sales/Research roles | 1988–2001 | Senior markets roles; voted #1 hedge fund salesperson in Asiamoney Brokers Poll (2009) |
External Roles
- Other public company directorships: none disclosed in ASPC’s S-1/A .
- Private/industry roles: Corporate finance at iFree Group (HK) Limited (Trollee) .
Board Governance
- Independence: Board determined Marvin Pang is an independent director under NASDAQ/SEC rules .
- Committee assignments and roles:
- Audit Committee: member; all members financially literate; audit chair identified as Eden Wong (audit committee financial expert) .
- Compensation Committee: member; chaired by Xiangge Liu .
- Nominating Committee: chair; committee comprised solely of independent directors .
- Governance controls:
- Audit Committee charter includes pre-approval of auditor services, related-party review, and legal/compliance oversight .
- Nominating Committee charter outlines director selection criteria emphasizing ethics, professionalism, and diversity of skills; can retain independent advisers and assesses adviser independence per NASDAQ/SEC .
Fixed Compensation
| Component | Structure | Notes |
|---|---|---|
| Annual cash retainer | $0 prior to business combination | No cash paid to any director before business combination |
| Committee/meeting fees | Not disclosed | No committee fees disclosed pre-combination |
| Expense reimbursement | Yes | Directors reimbursed for reasonable out-of-pocket expenses; amounts above outside-of-trust proceeds not reimbursed unless a business combination completes |
Performance Compensation
| Instrument | Grant/Transfer Terms | Quantity | Vesting/Lock-up | Performance Metrics |
|---|---|---|---|---|
| Founder shares (Class B, convert to Class A) | Sponsor intends to transfer upon consummation of initial business combination | 20,000 shares to each independent director | Founder shares lock-up: generally 6 months post-business combination; early release if Class A trades ≥$12 for 20/30 trading days; private placement units locked until business combination | None disclosed for directors; no stated TSR/EBITDA metrics tied to director equity |
- Change-of-control/severance/clawbacks/tax gross-ups: not disclosed for directors .
- Equity award repricing/modification: not disclosed .
Other Directorships & Interlocks
| Company/Organization | Role | Public/Private | Potential Interlock/Conflict |
|---|---|---|---|
| iFree Group (HK) Limited (Trollee) | Director of Corporate Finance | Private | Corporate finance role; no ASPC transaction disclosed |
| Prior employers (HSBC, Shenwan Hongyuan, Itau, BOCI, etc.) | Senior markets roles | Public/private firms | Employment history; no current ASPC-related transactions disclosed |
- Related-party transaction controls: Any transaction with affiliates, significant holders, directors/officers must be approved by a majority of disinterested directors with access to independent counsel; terms must be no less favorable than third-party equivalents . Audit Committee must review Item 404 related-party transactions before entry .
Expertise & Qualifications
- Credentials: MBA (Finance, University of Stirling), CFA charterholder .
- Technical/market expertise: ECM leadership; led complex cross-border offerings (Vale follow-on; Shenwan Hongyuan H-share IPO; Qingdao Haier D-share IPO on CEINEX); institutional equities leadership across Asia and LatAm .
- Governance qualifications: Chairs Nominating Committee; member of Audit and Compensation Committees; independence affirmed .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (current) | 0 shares | Form 3 states “No securities are beneficially owned” (filed 11/12/2024 for event 11/08/2024) |
| Contingent equity (post-business combination) | 20,000 founder shares (transfer intended) | Transfer contingent on closing; will convert to Class A at business combination; founder shares subject to lock-up provisions |
| Pledged/hedged shares | Not disclosed | Articles permit mortgages/charges of shares with strict consent procedures; no pledging disclosure specific to directors |
Insider Trades
| Date Filed | Form | Transaction Summary |
|---|---|---|
| 2024-11-12 | Form 3 | Initial statement as Director; reported no beneficial ownership |
Governance Assessment
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Strengths:
- Independence confirmed; chairs Nominating Committee and participates on Audit/Compensation committees, supporting robust selection, oversight, and pay governance .
- Audit Committee scope includes related-party preclearance and auditor oversight, mitigating conflicts .
- Disinterested director approval required for affiliate transactions, with access to independent counsel .
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Risks/RED FLAGS:
- Founder share transfers (20,000 shares) contingent on consummation of a business combination can bias independent directors toward deal closure even if economics are marginal for public holders; sponsor/insider incentives explicitly acknowledged as potentially misaligned with public shareholders .
- Pre-combination compensation is equity-like (founder shares) rather than cash retainer, meaning alignment begins upon deal close; current ownership at 0 potentially limits “skin in the game” pre-deal .
- Combined CEO/CFO/Chair roles at ASPC concentrate power, increasing the importance of independent committee chairs (Pang’s role on Nominating) to counterbalance control .
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Implications for investor confidence: Committee leadership and independence are positives, but the sponsor-funded founder share transfer structure is a classic SPAC incentive risk—investors should monitor how independent directors manage target selection, redemption dynamics, and related-party reviews to safeguard public shareholder value in the de-SPAC process .