Chao Gao
About Chao Gao
Chao Gao (age 43) is the founder of Scage International and has served as Chairman and Chief Executive Officer of Scage Future since inception; previously Executive Vice President at Nanjing Yueboo Power System Co., Ltd. from April 2012 to September 2019. He holds a bachelor’s in aircraft power engineering (2005) and a master’s in vehicle engineering (2018) from Nanjing University of Science and Technology . Note: Finnovate Acquisition Corp. (FNVTF) does not list Chao Gao as a director in its April 21, 2025 proxy; current named directors include Calvin Kung, Wang Chiu (Tommy) Wong, Chunyi (Charlie) Hao, Tiemei (Sarah) Li, and Sanjay Prasad .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nanjing Yueboo Power System Co., Ltd. (SHE: 300742) | Executive Vice President | Apr 2012 – Sep 2019 | Senior operating role at listed automotive supplier |
| Scage International / Nanjing Scage | Founder; Chairman (Nanjing Scage) | Founder; Chairman since Nov 2021 | Led formation and leadership of NEV manufacturer |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Scage Future | Chairman & CEO | Ongoing | Also chairs key board committees; see below |
Board Governance
- FNVTF context: Chao Gao is not disclosed as a Finnovate director in the 2025 proxy; the board’s named directors exclude him .
- Scage Future board: Seven directors; Gao is Chairman. As a foreign private issuer, Scage may follow certain home-country governance practices instead of Nasdaq rules .
- Committee assignments at Scage Future:
- Audit Committee: Members Kevin Chen, Qiuliang Peng, and Chao Gao; Peng is chair; Chen is the “audit committee financial expert”; Chen and Peng are independent .
- Compensation Committee: Members Chen, Peng, and Gao; Gao serves as chair .
- Nominating & Corporate Governance Committee: Members Chen, Peng, and Gao; Gao serves as chair .
Fixed Compensation
| Company | Role | Cash Retainer/Salary | Committee Fees | Meeting Fees | Notes |
|---|---|---|---|---|---|
| Scage Future | Chairman & CEO; director | — | — | — | As of the date of the 20-F, the company had not paid compensation to executive officers and directors |
| Finnovate (FNVTF) | — | — | — | — | Finnovate disclosed that none of its officers or directors had received cash compensation for services rendered to the company |
Performance Compensation
| Company | Stock Awards (RSUs/PSUs) | Options | Performance Metrics | Vesting/Clawback | Notes |
|---|---|---|---|---|---|
| Scage Future | — | — | — | — | No director/executive compensation paid as of filing; no equity awards disclosed |
Other Directorships & Interlocks
- Scage Future independent director Calvin Kung previously served as Chairman and CEO of Finnovate from May 2023 to June 2025, creating a post-merger interlock and potential information flow between Scage and Finnovate stakeholders .
- Scage’s board independence: Chen and Peng are independent; Gao is not designated independent and is the controlling shareholder and CEO .
Expertise & Qualifications
- Technical degrees in aircraft power and vehicle engineering; senior automotive/EV leadership experience (Yueboo; Scage) .
- Governance roles: Chairs compensation and nominating/governance committees; member of audit committee .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Total Ordinary Shares | % of Voting Power |
|---|---|---|---|
| Chao Gao (via Upward Stars Group Ltd. and acting-in-concert) | 45,441,182 | 62.6% | 62.6% |
| Upward Stars Group Ltd. (wholly owned by Gao) | 29,785,174 | — | — |
| Acting-in-concert group shares attributed to Gao | 15,656,008 | — | — |
Additional alignment details:
- Short-term bank borrowings of Scage total RMB 69,000,000 (US$9,632,029) with Gao personally listed as guarantor across multiple facilities (e.g., China Everbright Bank, Bank of China, SPDB, Merchants Bank) and pledged corporate assets (accounts receivable, patents) .
- Amounts due to related parties include US$398,061 current and US$2,019,233 non-current owed to Gao, reflecting personal loans/assigned debts to the company .
- Finnovate Sponsor L.P. is a related party to Scage, with US$1,269,819 payable for daily operations, underscoring post-SPAC financial ties .
Employment & Contracts
| Company | Agreement Type | Term Length | Key Provisions |
|---|---|---|---|
| Scage Future | Executive employment agreements (executives) | 5 years | Termination for cause; confidentiality; non-competition; indemnification agreements for directors/officers |
Governance Assessment
- Committee control and independence: Gao chairs Compensation and Nominating/Governance while serving as Chairman/CEO and controlling shareholder; committees include him alongside two independent directors. As an FPI, the company may follow home-country practices, but this structure concentrates power and may reduce independent oversight .
- Ownership concentration: 62.6% beneficial ownership via BVI entity and acting-in-concert agreements gives Gao decisive voting control, including binding decisions for concert parties—material governance influence and potential minority shareholder risk .
- Related-party financing: Significant related-party loans and personal guarantees by Gao support liquidity; while alignment-positive, they introduce counterparty and governance risks around self-dealing and repayment priorities .
- Going concern flag: Auditor’s report cites substantial doubt about Scage’s ability to continue as a going concern due to losses and working capital deficit, elevating oversight and risk management demands on the board .
- Interlocks: The presence of Finnovate’s prior CEO (Calvin Kung) as Scage independent director creates an interlock that may aid coordination but warrants monitoring for conflicts in transaction terms and disclosures .
RED FLAGS
- CEO/controlling shareholder chairs Compensation and Nominating/Governance committees; participates on Audit—weak independence and potential conflicts in pay, nominations, and oversight .
- High related-party indebtedness to Gao (US$2.4M total) and personal guarantees on bank debt (RMB 69M) create leverage over financing decisions and potential preferential treatment .
- Going concern risk highlights need for robust board challenge and transparent disclosure to investors .
- Acting-in-concert agreement grants Gao binding decision rights over other major holders—heightened entrenchment risk .
- For FNVTF specifically, Chao Gao is not a disclosed director; relying on Scage governance for investor confidence post-combination requires clear articulation to Finnovate shareholders .
Notes Specific to Finnovate (FNVTF)
- Finnovate’s April 21, 2025 DEF 14A is an extension proxy and does not include typical director election/compensation tables; it does disclose that none of Finnovate’s officers/directors received cash compensation and that certain directors had immaterial interests in founder shares (aggregate 30,000) .
- Finnovate’s board recommended extension to complete the Scage business combination; it disclosed sponsor and insider interests and loans that may create incentives to consummate a deal even on less favorable terms to public shareholders .
- Post-combination listing risk, OTC trading, and Nasdaq compliance concerns were highlighted; investors should factor in governance of the combined company (Scage Future) when assessing confidence .