Na Gai

About Na Gai

Na Gai (age 38) is Chairwoman of the Board of Bowen Acquisition Corp (BOWN). She has served as executive president of Shenzhen Guoxing Capital Co., Ltd. since September 2015 and previously was a partner at Hunan Zhongsheng Hongcheng Investment Management Partnership (LP) in 2017; she holds a BA in Business Administration (The Open University of China), an accounting diploma (Changsha University of Science & Technology), and AFP financial planner certification (Aug 2017) . BOWN was incorporated on February 17, 2023; Gai has been Chairwoman since the IPO process in 2023 and signed the June 23, 2025 extension proxy as Chairwoman .

Past Roles

External Roles

Board Governance

• Role and tenure: Chairwoman of the Board; Class III director with term expiring at the third annual meeting; board is staggered into three classes .
• Committee assignments: She is not listed as a member of the Audit or Compensation Committees. Audit members: Lawrence Leighton, Wei Li, Jun Zhang (Chair: Jun Zhang); all three are independent and financially literate, with Jun Zhang as audit committee financial expert . Compensation members: Lawrence Leighton (Chair), Wei Li, Jun Zhang; all independent .
• Nominating: No standing nominating committee; majority of independent directors recommend nominees .
• Independence: Board determined that independent directors are Lawrence Leighton, Wei Li, and Jun Zhang (implying Gai is not independent) .
• Executive sessions: Independent directors have regularly scheduled meetings at which only independents are present .
• Attendance: Not disclosed in filings searched.
• CFIUS/foreign-person considerations: Gai (Chairwoman) and director Jun Zhang are non-U.S. persons and have significant ties to China; the company discloses elevated risk that CFIUS review could block/delay a U.S. target business combination .
• Sponsor linkages and voting covenants: Initial shareholders (including sponsor affiliates) agreed to vote in favor of any business combination, not redeem founder/private shares, and waive liquidation rights; Gai is sole director and shareholder of Createcharm Holdings Ltd., a sponsor holder of founder shares .

Fixed Compensation

It is likely that prior to consummation of an initial business combination, the compensation committee will only review/recommend compensation arrangements to be entered into in connection with such business combination .

Performance Compensation

Other Directorships & Interlocks

Expertise & Qualifications

• Capital markets and PE/asset management: Executive leadership at Shenzhen Guoxing Capital since 2015; prior PE partnership in 2017 .
• Governance/board experience: SPAC chair and independent director experience across two blank-check companies .
• Education and credentials: BA (Business Administration), accounting diploma, AFP financial planner certification (Aug 2017) .

Equity Ownership

• Structure and alignment: Createcharm Holdings Ltd is the record holder of a significant block of founder shares; Gai is the sole director and shareholder of Createcharm and “may be deemed” the beneficial owner, while disclaiming beneficial ownership except to the extent of ultimate pecuniary interest .

Notes: Initial shareholders (including sponsor entities) agreed to vote for any business combination, not redeem founder/private shares, and waive liquidation rights, indicating alignment primarily with completion of a deal rather than public shareholder optionality .

Governance Assessment

• Strengths

  • Clear committee independence: Audit and Compensation committees composed solely of independent directors; named chairs and an audit committee financial expert (Jun Zhang) .
  • Independent director executive sessions are conducted regularly, supporting independent oversight .

• Concerns / RED FLAGS

  • Sponsor affiliation and concentration: Gai controls Createcharm (founder shares at ~48–50% of outstanding at times), with voting covenants to support any business combination and no redemption/waiver of liquidation rights; this can misalign incentives versus public shareholders’ downside protection .
  • Independence: Gai is not counted among independent directors (board independence limited to Leighton, Wei Li, Jun Zhang), reducing independent oversight at the chair level .
  • Cross-SPAC interlocks/time allocation: Company discloses conflicts where directors (including Gai) are involved with other blank-check entities, potentially diverting opportunities/time .
  • CFIUS/foreign-person risk: Gai and Jun Zhang are non-U.S. persons and most of the board/management have significant ties to China; company warns that CFIUS could block/delay U.S. combinations, affecting deliverability of a deal (execution risk) .
  • Compensation opacity: No pay prior to business combination (standard for SPACs), so there is limited observable pay-for-performance alignment until de-SPAC; subsequent compensation frameworks are deferred to the business combination moment .

• Items not disclosed

  • Board/committee meeting attendance by director (not found).
  • Director stock ownership guidelines, pledging/hedging policies specific to directors, say-on-pay outcomes, meeting fees post-combination, or director-level equity vesting schedules (not found).

Overall, governance reflects a typical SPAC structure: independent committees and processes are in place, but sponsor holdings and voting covenants, cross-SPAC roles, and CFIUS exposure create material alignment and execution risks investors should weigh carefully .