Luhuan Zhong
About Luhuan (Lou) Zhong
Luhuan Zhong, age 35, is Chief Financial Officer and Principal Accounting Officer of Flag Ship Acquisition Corporation (FSHP) and has served in this role since February 2021 . He previously held finance and audit roles at SPACs and global firms (Deloitte, Haitong), and holds a BSc in Finance (Macquarie University, 2010) and an MSc in Finance (University of Technology, Sydney, 2012) . As CFO, he signs FSHP’s Sarbanes–Oxley Section 302 and 906 certifications, evidencing responsibility for disclosure controls and fair presentation of results . FSHP is a SPAC with no disclosed executive cash pay in 2025 and no operating performance metrics tied to his compensation; post-business combination compensation will be determined by the future board and disclosed at that time .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Flag Ship Acquisition Corporation (FSHP) | Chief Financial Officer / Principal Accounting Officer | Feb 2021–present | CFO for Nasdaq-listed SPAC; leads financial reporting, controls, and de‑SPAC readiness |
| Venus Acquisition Corporation | Consultant | Feb 2021–Dec 2022 | SPAC advisory and transaction support |
| Longevity Acquisition Corporation | Consultant | Oct 2019–Feb 2021 | SPAC advisory and transaction support |
| Greenland Acquisition Corporation | Consultant | Oct 2018–Oct 2019 | SPAC advisory and transaction support |
| Haitong Securities Co. Ltd. | Project Manager | Sep 2015–Oct 2018 | Capital markets and project execution |
| Deloitte Touche Tohmatsu CPA LLP (Shanghai) | Senior Auditor | Sep 2012–Sep 2015 | External audit, financial reporting controls |
External Roles
No current public-company directorships or board committee roles for Zhong are disclosed in FSHP’s filings .
Fixed Compensation
| Metric | FY 2025 |
|---|---|
| Base salary | $0 (No executive officer has received any cash compensation for services rendered during the year ended Dec 31, 2025) |
| Target bonus % | Not disclosed |
| Actual bonus paid | $0 (no executive cash compensation disclosed) |
| Perquisites | Not disclosed |
| Administrative services (company-level) | Company pays $10,000/month to an affiliate of the sponsor for office/admin support (not executive pay) |
Performance Compensation
| Component | Grant date | Amount/Shares | Vesting schedule | Performance metrics | Payout |
|---|---|---|---|---|---|
| RSUs/PSUs | Not disclosed | — | — | — | — |
| Stock options | Not disclosed | — | — | — | — |
| Annual/STI plan | Not disclosed | — | — | — | — |
| Clawback policy (company-wide) | Adopted per SEC/Nasdaq Rule 5608 | Applies to erroneously awarded incentive-based comp | Mandatory recovery within 3-year lookback after a restatement; applies regardless of misconduct | Restatement-driven recovery framework | Policy adopted; no incentive payouts reported to date |
Equity Ownership & Alignment
| Item | As of | Amount/Detail |
|---|---|---|
| Direct beneficial ownership (ordinary shares) | Record date Nov 12, 2025 | “—” (no ordinary shares listed as beneficially owned by Zhong) |
| Direct beneficial ownership (ordinary shares) | Record date Jul 17, 2025 | “—” (no ordinary shares listed as beneficially owned by Zhong) |
| Indirect interest via Sponsor | Various | Each officer/director is a shareholder of Whale Management Corporation (Sponsor); however, only the Chairman holds voting securities and is sole director of the Sponsor (i.e., Zhong has pecuniary interest but no voting control at Sponsor level) |
| Sponsor holdings (founder + private placement shares) | Nov 12, 2025 | 1,963,000 shares (1,725,000 founder + 238,000 private placement), ~39.06% of outstanding |
| Sponsor holdings (founder + private placement shares) | Jul 17, 2025 | 1,963,000 shares, ~22.15% of outstanding |
| Ownership guidelines | — | Not disclosed |
| Pledging/hedging | — | Not disclosed |
| Vested vs. unvested equity | — | Not disclosed (no executive equity awards disclosed) |
| Lock-ups post-business combination (Sponsor) | Oct 23, 2024 agreements summarized in 10‑K | Parent lock-up: 50% subject to 6-month or $12.50 VWAP trigger (20/30 trading days); remaining 50% 6 months; Sponsor lock-up includes 30-day lock and alignment to Parent lock-up terms for certain securities |
Employment Terms
| Term | Disclosure |
|---|---|
| Start date in current role | February 2021 |
| Employment agreement | Not disclosed |
| Term length/auto-renewal | Officers are elected by the Board and serve at the Board’s discretion rather than fixed terms |
| Severance provisions | Not disclosed |
| Change-of-control (CoC) | Not disclosed |
| Non-compete / Non-solicit | Not disclosed |
| Garden leave / Post-termination consulting | Not disclosed |
| Clawback | Executive Compensation Clawback Policy adopted to comply with SEC/Nasdaq Rule 5608; recovery of erroneously awarded incentive-based compensation within a 3-year lookback following a restatement, irrespective of misconduct |
| Post-business combination pay | “Members of our management team who remain may be paid employment, consulting, management or other fees by the combined company; amounts to be determined by the post-combination board and disclosed when set” |
Performance & Track Record (role-relevant)
- SOX certifications and controls oversight: Zhong signed the Q3 2025 Section 302 CEO/CFO certification (Exhibit 31.2) and Section 906 certification (Exhibit 32.2), asserting effectiveness of disclosure controls and fair presentation, evidencing accountability for reporting integrity .
- Transaction execution milestones: FSHP terminated the prior GRT merger agreement on April 18, 2025, and the same day entered into a merger agreement with Great Future Technology Inc. (GFT) .
- Extension financing framework: FSHP sought shareholder approval (Aug 26, 2025 EGM) to reduce monthly extension fees to the lesser of $60,000 or $0.033 per remaining Public Share per month to extend through June 20, 2026, supporting runway to close the GFT merger .
- Internal control and going-concern context: FSHP disclosed material weaknesses (segregation of duties; insufficient written policies/procedures) and going-concern uncertainty due to limited liquidity and SPAC lifecycle; these company-level disclosures frame the control/remediation environment under Zhong’s purview .
Compensation Committee & Governance Context (company-level)
- Compensation Committee members: Shan Cui, Pai Liu, Wen He; Chair: Wen He; responsibilities include approving officer compensation and administering incentive plans .
- Governance baseline: Officers are elected and serve at the Board’s discretion; independent directors and committee structures in place (Audit, Compensation, Nominating) .
Investment Implications
- Pay-for-performance alignment: There is no 2025 executive cash compensation or disclosed equity awards, so there are no current performance metrics or vesting schedules driving near-term selling pressure; incentive alignment (if any) is indirect via Sponsor economics where Zhong lacks voting control, as only the Chairman holds Sponsor voting securities .
- Retention/uncertainty risk: Executive compensation post-business combination is unspecified and will be determined by the future board, creating uncertainty around retention and potential step-up in guaranteed vs. at-risk pay after closing .
- Insider supply dynamics: Sponsor holdings are sizable (1.963M shares), with lock-ups that may modulate post-close supply, but these are Sponsor-level—not individual executive—restrictions; Zhong’s direct beneficial ownership is not disclosed as holding shares .
- Execution and controls: Zhong’s SOX certifications underscore accountability for disclosure controls amid disclosed control weaknesses and going-concern risks typical for SPACs; closing the GFT business combination and remediating controls are key execution levers under his finance leadership .
FSHP-specific context matters: as a SPAC, executive cash/equity compensation is typically minimal pre-merger; the key investor focus should be on (a) de‑SPAC closing milestones (extension approvals and merger progress), (b) governance/controls readiness, and (c) the post‑combination compensation architecture that will define pay-for-performance alignment going forward .