Pai Liu
About Pai Liu
Pai Liu (age 40) is an independent director of Flag Ship Acquisition Corporation (FSHP) and has served on the board since February 2021. He holds a master’s degree in accounting & finance from the University of Leeds and a bachelor’s degree in finance from South Central University for Nationalities, with prior audit roles at PwC, Mazars, and Deloitte in China and current CEO experience at Wuhan Dacheng Equity Investment Fund Management Company . The board has determined Liu to be independent under SEC and NASDAQ rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers (Shanghai) | Associate (audit of large/medium foreign enterprises) | Oct 2011 – Sep 2013 | Audit execution experience |
| Mazars Group (China) | Senior Associate | Sep 2013 – Oct 2014 | Audit/assurance |
| Deloitte (China) | Senior Associate | Dec 2014 – Apr 2016 | Audit/assurance |
| Wuhan Dacheng Equity Investment Fund Mgmt Co. | Chief Executive Officer | Jul 2016 – Present | Investment management leadership |
External Roles
| Organization | Role | Tenure | Public/Private |
|---|---|---|---|
| Longevity Acquisition Corporation | Director | Dec 2019 – Present | Public (SPAC) |
Board Governance
- Independence: Board classifies Liu (along with Shan Cui and Wen He) as independent .
- Board structure: One class of four directors; two-year terms; Liu is standing for re-election at the Dec 18, 2025 annual meeting .
- Committees and chair roles:
- Audit Committee: Members — Shan Cui (Chair), Pai Liu, Wen He; committee is solely independent directors .
- Compensation Committee: Members — Shan Cui, Pai Liu, Wen He; Chair — Wen He .
- Nominating Committee: Members — Shan Cui, Pai Liu, Wen He; Chair — Pai Liu .
- Audit Committee report: Audit Committee (Cui, He, Liu) reviewed 2024 audited financials, auditor independence, and recommended inclusion in the 10-K .
- Independent director sessions: Regularly scheduled meetings of independent directors are planned .
Fixed Compensation
| Element | Amount/Status | Citation |
|---|---|---|
| Director cash retainer | Not disclosed; Company states “No compensation or fees of any kind… will be paid to our founders, members of our management team or their respective affiliates” prior to consummation of the initial business combination | |
| Committee membership fees | Not disclosed | — |
| Committee chair fees | Not disclosed | — |
| Meeting fees | Not disclosed | — |
| Equity grants (RSUs/Options/DSUs) | Not disclosed; no director equity program described pre-business combination |
Implication: As a SPAC, FSHP discloses no director cash or equity compensation prior to completing a business combination, which limits direct pay-for-performance alignment pre-merger .
Performance Compensation
| Metric | Plan linkage | Notes |
|---|---|---|
| Revenue growth / EBITDA / TSR | Not applicable | No performance-based director compensation disclosed prior to initial business combination |
| ESG metrics | Not applicable | No director performance metrics disclosed |
| Options/PSUs vesting schedules | Not applicable | No director equity awards disclosed |
Other Directorships & Interlocks
| Person | External Board/Role | Potential Interlock/Conflict |
|---|---|---|
| Pai Liu | Director, Longevity Acquisition Corporation | Multiple SPAC affiliations increase potential conflicts in target sourcing/approval; FSHP risk factors highlight directors’ obligations to present opportunities to other entities with fiduciary duties |
| Sponsor (Whale Management Corp.) | Holds founder/private placement shares; each director is a shareholder of sponsor; only Chairman has voting control | Sponsor influence; directors have pecuniary interest through sponsor; founders beneficially own ~39.06% of outstanding shares, enabling significant control |
Expertise & Qualifications
- Technical/financial expertise: Audit/assurance background across PwC, Mazars, Deloitte; financially literate; committee service on audit and compensation committees .
- Industry experience: Investment management CEO since 2016; SPAC board experience since 2019 .
- Education: Master’s (Leeds University), Bachelor’s (South Central University for Nationalities) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Pai Liu | 0 | 0% | “Such individual does not beneficially own any of our ordinary shares… has a pecuniary interest… through his ownership of shares of our sponsor” |
| Founders (Sponsor/Chairman) | 1,963,000 (founder 1,725,000; private 238,000) | 39.06% (Nov 2025 proxy); 22.15% (Aug 2025 proxy base) | Significant control block; directors are sponsor shareholders but only Chairman controls sponsor voting |
- Pledging/hedging: No pledging disclosures for Liu; no hedging disclosures specific to directors identified in filings .
- Ownership guidelines: Not disclosed for directors in current proxy .
Governance Assessment
- Committee assignments/chair roles: Liu chairs Nominating and serves on Audit and Compensation; breadth of governance roles suggests high engagement and broad oversight responsibilities .
- Independence and engagement: Formally independent; part of audit committee delivering annual report; indicates active participation in financial oversight .
- Ownership alignment: Liu holds no direct FSHP shares; alignment is indirect via sponsor interest. This reduces direct “skin-in-the-game” but introduces sponsor-linked incentives that may conflict with broader shareholder interests .
- Compensation structure: No pre-business-combination director compensation (cash/equity). While it eliminates near-term pay concerns, it also limits performance-linked incentives and may rely on sponsor equity economics to drive behavior .
- Conflicts/related-party exposure (RED FLAGS):
- Founder/sponsor control: Founders beneficially own ~39.06% of shares (Nov 2025), enabling outsized influence on elections and transactions (including business combination timing/terms) .
- Sponsor loans and fees: Unsecured sponsor note (up to $1,000,000; $677,851 outstanding at YE 2024); $10,000/month administrative fee to sponsor affiliate; these related-party arrangements heighten conflict risk around extensions and transaction timing .
- Multi-SPAC obligations: Directors/officers must present opportunities to other entities where they have fiduciary duties; FSHP renounces certain corporate opportunities—raises allocation conflict risk .
- Clawback policy: Adopted per SEC/Nasdaq for executive officers; not specific to directors (covers erroneously awarded incentive comp after restatements) .
- Say-on-pay and shareholder feedback: Not applicable; no executive pay program pre-business combination in proxy .
Overall: Liu is technically qualified and independent, with extensive audit and SPAC experience. Governance risks center on sponsor control, related-party financing/fees, and multi-SPAC obligations that may influence transaction approvals and target selection. Minimal disclosed director pay reduces pay-risk but also limits direct alignment; indirect sponsor interests can be a conflicting incentive during the de-SPAC process .