Liew Choon Lian
About Liew Choon Lian
Liew Choon Lian is Evergreen Corporation’s Chief Executive Officer and Chairman of the Board, serving since inception in 2021; he was 61 at the time of the S-1 and remains the principal executive officer signing the company’s periodic reports . He holds a Bachelor’s degree in Computer Science from the University of Dubuque and a Master’s in Computer Science from Monmouth University, after graduating with honors from Malaysia’s Royal Military College . Prior to EVGR, he founded and led MDT Innovations (MDTi), achieving notable technology awards and an indicative valuation reported by a bank (SGD268 million, approx. US$195 million as disclosed in S-1/A), and previously held senior roles at Matsushita/Panasonic and consulting at Fuji-Keizai USA . EVGR is a Cayman Islands SPAC; officers and directors (including Liew) did not receive cash compensation prior to a business combination, with board committees composed of independent directors per Nasdaq and SEC requirements .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MDT Group of Companies (MDT Innovations) | Chief Executive Officer (Founder) | 2000–present | Led MDTI to an indicative valuation of SGD268m (approx. US$195m) and secured Deloitte APAC Fast 500 #12 ranking in 2011; multiple ICT awards 2006–2013; EY Entrepreneur of the Year (Technology) 2015 |
| Matsushita Electric Co. Ltd. (Panasonic) | General Manager, Worldwide Operation | 1993–1999 | Senior global operations leadership at leading electronics company |
| Fuji-Keizai USA | Analyst and Strategic Consultant | 1989–1993 | Consulted for NTT, Panasonic, NEC across NY, San Jose, Tokyo |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Track & Trace Inc. | Director | Not disclosed | Provides local IoT solutions support to clients in Taiwan and Hong Kong |
| MOSTI & MDEC (Malaysia) Local Advisory Panel | Member | Since 2010 | Advisory input on national ICT competitiveness |
Fixed Compensation
| Component | Amount/Terms |
|---|---|
| Base Salary ($) | None prior to business combination |
| Target Bonus (%) | None prior to business combination |
| Actual Bonus Paid ($) | None prior to business combination |
| Director Cash Retainer ($) | No cash remuneration to directors prior to consummation of a business combination |
Officers and directors are reimbursed for out-of-pocket expenses, with quarterly audit committee review; post-business combination compensation would be set by independent directors or a compensation committee .
Performance Compensation
No performance-based incentive metrics, PSU/RSU targets, or payouts are disclosed for Liew prior to a business combination; the company states executives and directors receive no cash or fee compensation pre-combination .
Equity Ownership & Alignment
| Category | Amount/Details |
|---|---|
| Founder shares (Class B) held via Evergreen LLC | 2,875,000 shares (includes up to 375,000 subject to forfeiture if underwriters’ over-allotment not fully exercised) |
| Private placement units underlying Class A | 532,000 Class A shares underlying private units held by Evergreen LLC |
| Aggregate beneficial ownership | 3,407,500 shares (sole voting and dispositive power) |
| Ownership as % of class | 22.9% (based on 14,907,500 shares deemed outstanding per final prospectus) |
| Ownership form | Evergreen LLC is record holder; Liew is manager with voting/dispositive control; Form 3 and Schedule 13D filed |
- Warrant terms for units: each whole warrant exercisable to purchase one Class A share at $11.50 per share, subject to adjustment .
- Lock-up/transfer restrictions: insider letter and lock-up agreement restrict transfers; Rule 144 resale generally unavailable for a shell company until one year after consummation of the initial business combination .
- Pledging/hedging: No pledging or hedging of EVGR stock disclosed in filings reviewed.
Employment Terms
| Term | Details |
|---|---|
| Role start date | CEO and Director since company inception (Cayman incorporation October 21, 2021) |
| Contract term/expiration | Not disclosed; executives may negotiate post-combination arrangements determined by independent directors or compensation committee |
| Severance/change-of-control | Not party to agreements that provide benefits upon termination of employment; change-of-control economics not disclosed pre-combination |
| Non-compete/non-solicit | Not disclosed in reviewed filings; Articles permit permissible directors’ interests subject to disclosure |
Board Governance
| Item | Details |
|---|---|
| Board role | Chairman of the Board and CEO; Principal Executive Officer |
| Years of service | 2021–present (since inception) |
| Independence | Committees comprised of independent directors; Liew serves as executive chairman and is not listed as a member of audit/compensation committees |
| Audit Committee | Members: Mohamad Zabidi Bin Ahmad (Chair), Lim Wai Loong, Alberto Coronado Santos |
| Compensation Committee | Members: Lim Wai Loong (Chair), Mohamad Zabidi Bin Ahmad, Alberto Coronado Santos; charter adopted |
| Committee authorities | Compensation Committee oversees CEO compensation, Section 16 officer pay, and may retain independent advisors; Audit Committee oversees financial reporting and related-party transactions |
Dual role implications: Liew’s combined CEO/Chairman role concentrates authority; independent board committees and charters delineate oversight and restrict CEO attendance during his pay deliberations, mitigating independence concerns .
Director Compensation
| Component | Terms |
|---|---|
| Cash retainer | No cash remuneration paid to directors prior to closing a business combination |
| Expenses | Reimbursement of out-of-pocket expenses; no additional amounts for proxy solicitation |
| Equity grants/fees | Not disclosed; general corporate authority provides directors’ remuneration may take many forms post-combination |
Related Party Transactions
| Transaction | Terms |
|---|---|
| Administrative Services Agreement (Sponsor) | $10,000 per month for office space, utilities, secretarial/administrative services, commencing Feb 8, 2022 until business combination or liquidation; Sponsor waives any trust account claims |
| Founder shares purchase (Sponsor) | 2,875,000 founder shares purchased on Nov 26, 2021 for $25,000 total |
| Private placement units (Sponsor) | 532,500 units purchased at $10.00 per unit (total $5,325,000) on Feb 11, 2022; no redemption rights; expire worthless if no business combination within permitted period |
| Sponsor loans | Up to $1,500,000 non-interest-bearing loans may be convertible into units at $10.00 per unit upon consummation of initial business combination |
| Promissory note to Sponsor | Promissory note dated June 7, 2023 to Evergreen LLC (exhibit listed) |
| Reimbursements | Officers/directors reimbursed for out-of-pocket expenses; quarterly audit committee review |
Compensation Structure Analysis
- No cash pay prior to business combination; compensation aligns with SPAC structure where sponsor equity (founder shares, private units) is the primary incentive, reviewed by independent committees post-combination .
- Founder shares acquired at ~US$0.009 per share create potential conflicts: officers/directors can profit even if post-combination share value declines; EVGR discloses this risk explicitly .
- Administrative services fees and sponsor loans underscore related-party economics, overseen by the audit committee .
Risk Indicators & Red Flags
- Founder-share incentive conflict: management could profit due to very low founder-share cost even if public shareholders do not .
- Dual role CEO/Chairman: governance concentration; mitigated by independent audit/compensation committees per charters .
- Related-party payments/convertible loans: ongoing administrative services fees and option to convert sponsor loans into equity units require scrutiny; audit committee oversight disclosed .
Expertise & Qualifications
- Education: Royal Military College (Malaysia); B.S. Computer Science (University of Dubuque); M.S. Computer Science (Monmouth University) .
- Industry recognition: Deloitte APAC Fast 500 ranking #12 (2011), multiple Asia Pacific ICT awards (2006–2013), EY Entrepreneur of the Year (Technology, 2015) .
- Technical/operational expertise: IoT vendor leadership (MDTi), global operations at Panasonic, strategic consulting for major tech telcos/electronics .
Investment Implications
- Alignment: Liew’s significant beneficial ownership via Evergreen LLC (22.9% of class) and lock-up constraints align incentives with shareholders but founder-share economics can bias toward deal completion; diligence on target quality and post-combination compensation plans is critical .
- Governance: Dual CEO/Chairman role raises independence considerations; however, independent audit and compensation committees—and charters restricting CEO involvement in his pay setting—provide oversight; monitor committee functioning and any post-combination shifts .
- Liquidity/pressure: Insider lock-ups and shell-company Rule 144 restrictions suggest limited near-term selling pressure pre-combination; post-combination, monitor lock-up expirations and any Form 4 activity for signals on management confidence .